Fairy Tales Meets Science Fiction 2 Light and Dark
by newbienovelistRD
Summary: Just when his life has hit a new low, Ben Tennyson runs away to Ever After High. But will his visit change his views about being a hero?
1. It's Not Easy Being Ben

**Happy Easter, everyone! Here's a little something for your baskets, my second Ben 10/Ever After High crossover story! Enjoy!**

* * *

It was a calm day in the town of Bellwood. Ben Tennyson was going to see his Aunt Natalie. He rarely visited her, but Ben's mother wanted him to deliver something for her sister in law.

Ben pulled into the driveway and brought out a big bowl of tuna casserole. He went up and knocked on the door. Natalie Tennyson opened the door.

"Hi, Aunt Natalie." Ben smiled. "How's it going?"

"Oh, the usual." Natalie said in her painfully dull voice. "Come on in."

Ben went inside. "So...how are things? Anything new?"

Natalie shrugged. "Not much. Other than my canasta club finally having the guts to have the game here tonight."

"Why? Are they afraid to play on your turf?" Ben joked.

But Natalie wasn't smiling. "No, because of all the aliens." she said. "Bellwood used to be such a nice place to live until..." She looked at Ben. " _aliens_ came here."

Ben winced as if her words stung him. He knew she was going to say his name instead of aliens. Could there be a bit of guilt within him?

"Well, it can't be helped. I mean, what's done is done, right?" Ben tried to reason with her, but his heart he could feel some uncertainty. "And besides, not all aliens are bad..."

Natalie raised an eyebrow. "Really? Well, if aliens were more like us, they wouldn't be trying to take over the universe all the time and mind their own business on their own planets."

Ben was silent.

"Anyway," Natalie said. "I better get things ready for tonight." She sighed. "If only Gwen was here...we used to play canasta all the time."

"I miss her too." Ben said, for once agreeing with his aunt. "And Kevin too."

Natalie frowned. "I don't miss him. Personally, I think Gwen can do better."

"Come on, Aunt Natalie! Kevin's a great boyfriend! And your daughter's lucky to have him!"

"That's just his bad boy charm." Natalie's eyes narrowed into slits. "It's a very dangerous thing, Benjamin. Never fall prey to it."

But Ben has heard more than enough. "I better get going. I have to go on patrol." he lied.

After saying his goodbyes, Ben left. He was about to head home when he received a call on his communicator. "What's up, Rook?"

"Ben, there has been a robbery in Undertown!" Rook said.

"I'll be right there!" Ben activated his watch and became XLR8. He hurried over to Undertown as fast as he can. Which wasn't very long when you're an alien with super speed.

Ben arrived in Undertown in record time and spotted Psyphon, Liam and Bubblehelmet in their getaway car. XLR8 jumped up high and with a touch of the Omnitrix symbol, he turned into Upgrade.

With his Galavanic Mechamorph form, Upgrade took over the vehicle and no sooner than that, Fistrick was no longer in control of this heist.

"Tennyson!" Psyphon said as he tried to open the door to free himself. But Upgrade morphed the door into his fist and gave the crime boss a hard strike across his face. Then Upgrade used the car's seat belts to restrain the criminals in their seats. Very tightly.

"Next stop, jail time!" Upgrade said in his computerized voice.

 **BOOM!**

Ben heard an explosion off in the distance. He saw a huge mushroom cloud billowing from a neighborhood.

Ben's neighborhood.

"Oh, no!" Upgrade drove off to the neighborhood.

"Ben! Wait!" Rook called after him. He hopped into his Proto-truck and took off after him.

Upgrade drove into his neighborhood and screeched to a halt.

His house was destroyed. Everything in it was now a smoldering husk.

"No..." Was all Ben could say.

He heard Psyphon and his cronies laugh. "Looks like you lose this one, Tennyson! Your parents are burnt to a crisp!"

"HOW ABOUT I BURN YOU TO A CRISP?!" Ben used Upgrade's powers to electrocute the criminals. They screamed and howled in pain.

Ben was raging mad. He wanted them to suffer like they made him suffer. Ben was close to ending their lives until a voice spoke out.

"Ben! Ben!"

Hearing that familiar voice, Ben stopped and looked. His parents were alive and well!

Ben's grandfather, Max Tennyson arrived with the Plumbers. "It's a good thing your parents were out shopping."

"Mom! Dad!" Upgrade returned to Ben again and exited the vehicle. He ran to his parents.

"Shopping?! They were out shopping?!" Psyphon roared. "How could you idiots NOT know that?!"

Liam clucked. "Sorry, Boss..."

"But at least Tennyson is homeless!" Bubblehelmet said, trying to calm his leader down.

Ben was still angry. He tightened his fists. He marched up to the villains but the Plumbers have already taken them in.

* * *

Ben and Rook flew the criminals to Plumber Headquarters. When they arrived, the Plumbers quickly took the crooks into custody.

Ben's grandfather, Max Tennyson noticed the angry look on Ben's face. "You okay, Ben?"

"No, not one bit." Ben said.

The elder Plumber put his hand on Ben's shoulder. "There's no reason for you to be upset. You stopped Psyphon and you're parents are safe."

"But they wouldn't have been safe if they stayed at home!" Ben nearly shouted. He sighed. "I don't know how much more I can take of this!"

"What do you mean?" Max asked.

"All this...madness! Why can't the bad guys just learn their lesson and leave me alone?! Why can't everyone just live in peace?! I'm sick and tired of it!"

"Ben, please." Rook said. "I know it is not easy keeping peace. But we have a duty to uphold."

"Whatever..." Ben grouched.

"Well, I think I have something to cheer you up." Max said. "I just got a message from Azmuth."

"Azmuth? What does he want me for?" Ben asked bitterly.

"He wants you to attend the Galvan ball!" Driba the Galvan Plumber answered before Max did.

"It's the biggest occasion on Galvan Prime!" Driba's partner Blukic said. "We gotta look our best when we get there!"

Ben raised a confused brow. "Why would he invite me to a Galvan party?"

"Well, he did. And you're his guest of honor! Can you believe it?" Max seemed happy for Ben.

But Ben was not happy. "Sounds like a pretty bad idea."

"Ben, Azmuth has done a lot for you." Max said very seriously. "He's your friend, and a friend shows up no matter what."

"We are _not_ friends!" Ben shouted, almost by reflex. Him and Azmuth friends? Those two go together like sugar and salt.

Max folded his arms and gave his grandson a cold hard stare.

Feeling the angry glare shot at him, Ben heaved out a sigh. "Alright, fine..." he grumbled.

"Good, cause I'm going with you." Max said. "It wouldn't hurt for you to have a chaperone."

"Magister Tennyson, perhaps I shall accompany you as well." Rook said.

"Why's that?" Ben asked Rook. "You think this'll be a disaster too?"

"No! Of course not!" Rook implied. "I...simply wish to be a chaperon as well."

"Uh huh. Yeah, sure you do." Ben deadpanned.

"Let's stop talking and get ready!" Driba said. "The ball starts soon!"

Ben sighed. This was going to be a very long day.


	2. A Most Wicked Party-Crasher

Ben, Max, Rook, Blukic and Driba arrived on Galvan Prime. The two Galvan were dressed in fancy suits. But the humans and revonnahgander just showed up casual.

"This is probably the only party I'll ever hate coming to." Ben grumped.

"Ben, behave yourself." Max ordered.

Sighing, Ben and everyone else arrived to the party. Inside, there were Galvans.

"Huh. Not that many guests this year." Blukic said out loud.

And most of guests turned and gave glances at Ben Tennyson.

"So, still think this is a good idea?" Ben whispered to his grandpa.

"Just relax and have fun, Ben." Max said through his teeth.

 _'Have fun? That'll be a challenge.'_ Ben thought. He looked around and saw the Galvan chatting among themselves and not really having fun. There was no music, no dancing, no line at the buffet table.

Nothing but a big snore fest.

"So you came, after all."

Ben and Max turned around and then they looked down. Azmuth, the creator of the Omnitrix approached them. He blinked his eyes up at Ben.

"So, how's my Omnitrix doing?" the Galvan asked. "You haven't broken it or tried to hack it again, have you?"

"Don't worry, Azmuth. You're precious Omnitrix is still working." Ben tried to sound as sarcastic as he could. He took another look around this dull party. "So, when does the party start?"

"It's already starting." Azmuth replied.

"Really? I hadn't noticed." Ben joked, trying to add some light to this party, but Azmuth wasn't cracking a smile or anything.

"Sorry, I need a drink. The humor is so dry."

Ben felt very uncomfortable hearing the new voice that came behind him. He turned around and he groaned with disgust.

"Chadzmuth." Ben growled.

Chadzmuth, the intergalactic defense attorney came in on his hovering briefcase.

This was an alien that Ben could not stand. Very cut-throat in his job and prides himself on his unblemished string of legal victories, Chadzmuth is willing to use any loophole or technicality to win his case, regardless of the type of character his client has. Including Ben's enemies that he just recently defeated and thrown away in jail.

Ben couldn't even stand being in the same room as that little weasel. "So, you actually brought the human here, Azmuth?" Chadzmuth said with a smug look.

"Hey, at least I showed up." Ben sniped back. "Looks like ninety percent of Galvan Prime called in sick."

Blukic and Driba couldn't help laughing at Ben's comment. It wasn't until Azmuth and Max shot them a glare that they stopped their laughing.

"Funny," Chadzmuth said, just as snide. "By the way, thanks for bringing me my new clients." He curved a nasty little grin before taking a sip of his drink. "You knew a human like you had a purpose after all?"

Max saw Ben's hands curl into fists. He put his hand on Ben's shoulder in an attempt to calm him down. But Ben yanked his shoulder away and confronted the Galvan lawyer.

"Yeah? Well, the only thing you Galvan have going for you are your brains. If it weren't for that, you'd be nothing more than talking rats." Ben snapped.

Max looked and saw every single Galvan in earshot glaring at his grandson. "Ben..."

Chadzmuth just threw his head back with a laugh. "Oh, please." he snorted. "It's not like you humans are blessed with anything, except being barbaric apes."

And that did it. Ben snapped and charged at the Galvan.

"Ben, NO!" Max grabbed Ben's arm, trying to hold him back.

"LET GO!" Ben swung his free arm and clocked his grandpa hard in the face.

Everyone was shocked. Even Azmuth.

Ben ran at Chadzmuth, his eyes leering with rage. Rook jumped in between Ben and his target and grabbed his shoulders.

"Ben, control yourself!" Rook said.

"ROOK! OUT OF THE WAY!" Ben demanded.

But Chadzmuth kept running his mouth. "See? Just like a barbaric ape." he sneered. "If humans were measured by strength, intelligence, or anything redeeming, you'd be no smaller than a speck of dust, Tennyson."

"Chadzmuth! That's enough!" Azmuth ordered.

"You're taking his side?" Chadzmuth said to the First Thinker. "Why? After all, the Omnitrix was never meant for him anyway. He got it by mistake and now you made the mistake of letting him keep it! First, he damaged it even after you told him he shouldn't, then he surrendered the Omnitrix to Vilgax, then he failed to stop Aggregor from retrieving the four pieces to the Map of Infinity, and then he let the Incurseans take over his own planet?! Why in the universe would you defend him?"

"I'LL TELL YOU WHY!" Ben hollered loud enough so everyone can hear him. He fought his way of out Rook's grip.

Ben turned his angry glare to Azmuth. "It's because he's sacrificing me to his own ego!"

"What's that suppose to mean?" Azmuth inquired.

"It means that you're just using me as a living breathing example of how "well" you're stupid Omnitrix is at bringing the beings of the universe closer together! Well, NEWS FLASH! IT'S NOT WORKING!"

Everyone was silent with shock.

"I know being a human is nothing to be proud of. But if every alien out there was human, this universe would be a much safer place to live in!" Ben snapped.

"Ben! Settle down!" Rook tried to calm his partner down.

Ben pointed an angry finger at his partner. "You stay out of this, alien!

Rook flinched from Ben's angry words as if they stung him.

"I am sick and tired of aliens ruining and dominating my life! But I'm not going to be a pushover anymore! From now on, this human is gonna take on every alien that goes against him! And I'll make sure they're put down for good!"

He pointed at Chadzmuth. "Starting with you!"

"You don't have the guts!" Chadzmuth said.

"Says you!" Ben said. He ran quickly and activated the Omnitrix. He became Wildmutt and did a flying leap towards Chadzmuth, the Galvan tried to fly away, but Wildmutt caught him as quick as a flash.

Chadzmuth felt his demise coming as he stared into Wildmutt's drooling, snarling maw.

Luckily, Azmuth jumped up and touched the Omnitrix symbol on Wildmutt's collar and Ben was forced to revert to his human form.

Ben was still remaining defiant as he glared down at Azmuth. "Do I really have to take you out too?" Ben coldly told his mentor.

Azmuth looked up directly and defiantly at Ben. "That's quite enough, Ben Tennyson."

"Oh, I'll say!" Chadzmuth hopped onto his feet. "I'm gonna sue the Omntrix right off you for assault!"

Ben stood his ground. "Go ahead, do your worst! There's nothing you do to me that's worse than how I feel now!" He hung his head and his fists trembled. "Even with the Omnitrix, the most powerful device in the universe, there's always another alien making me miserable. Nothing I do makes a difference. If I didn't find this dumb watch, none of this would be happening."

"Don't worry." Chadzmuth pointed at Ben. "When I'm done with you, you're gonna wish you never even-"

Suddenly, a jolt of blue energy whizzed past Ben's head and struck Chadzmuth's finger, the jolt stung with a sharp prick. He let out a small scream and saw his finger had no mark, but he felt...sleepy.

Chadzmuth yawned and fell asleep, his face slammed against the floor.

Ben turned and there hovering in the air was a fairy with shimmering blond hair in a high ponytail. A thorn ornament held her teal bangs in place.

"Faybelle?!" Ben exclaimed.

It was. Hovering above everyone's heads was Faybelle Thorn, a human-sized fairy Ben had met when he ventured into the world of Ever After, a place where fairy tale characters were real. And the children of those fairy tales get to choose to live out the roles that their parents did or live out their own story.

Faybelle Thorn is the daughter of the Dark Fairy, the villain who cursed Sleeping Beauty to fall asleep for a hundred years. And she fully embraces that role.

The young villain curved a nasty little smile as she floated herself gently to the ground. She swaggered up to the teen, nearly stepping on a few Galvan. "Ben! Long time, no see!" she chirped.

"Uh, hey, Faybelle." Ben said, still a bit stunned. "This is a surprise."

Faybelle's smile became a frown. "I know, another party to which I wasn't invited." Due to a family curse, people always forget to invite Faybelle to parties, which is a great source of spite for her.

"But we don't even know her!" Driba said.

"Trust me, Faybelle. You're not missing anything." said Ben. "I've seen funerals more entertaining than this." He looked over at the snoring Chadzmuth. "Is he gonna fall asleep for a hundred years?"

"Nah, just a few weeks." Faybelle said with a dismissive wave.

Ben frowned. "Really? That's a bummer, he could really use a century long sleep."

"Ben!" Max exclaimed.

But Ben just ignored him. "So, what brings you out here, Fay?"

Faybelle shrugged. "Hmm, not much. I was just in the neighborhood and thought I'd drop in on my old pal, Ben Tennyson! The famous changeling in Ever After!"

Ben smiled. "You don't say?"

"I do say." Faybelle grinned. "Tell you what, why don't you and I blow this sad scene and have some real fun at Ever After?"

Normally, Ben would avoid mingling with villains, but he did miss Ever After High and all the amazing friends he made there. Besides, hanging out with a dark fairy sounded a lot better than being here at the Galvan Ball.

"Y'know what, I'd love to go with you." Ben said. "I could really use a break from this universe."

"Ben! You're not going anywhere!" Max ordered.

"Magister Tennyson is right. You cannot just go with her!" Rook said. He confronted Faybelle. "Miss, I do not know who you think you are, but you have no right here!"

"Back off, Blonko!" Ben said. "Faybelle is a friend. A much cooler, better to be around friend." He walked to Faybelle's side. "Let's blow this dump."

But Azmuth wasn't having it. "Ben! You are not leaving this place-"

"Fay, could you...?" Ben asked the young fairy.

Faybelle pointed a finger at Azmuth and used her magic to lift him up and fling him across the room.

"Mind you own business, little rat." Faybelle warned.

"See? I told ya." Ben said matter of factly to the Galvan lying on the floor likes slug.

Faybelle hooked her arm around Ben's. "Hold on!" She fluttered her wings and lifted Ben off the ground. The two flew high in the air.

Then Faybelle cheered a spell. " _Locomotive! Evocation! Take us to my home's location!_ "

 **POOF!**

"Ben!" Rook cried out.

And they disappeared in a cloud of grey smoke.


	3. On a Fairy Wing and a Prayer

In an instant, Ben was standing in the middle of Ever After. It was as glorious and sunny as the day he first came to this magical land.

"Welcome to the Village of Book End." Faybelle announced.

Ben smiled ear to ear. He saw the place bustling with friendly people and carefree teens. It was just as he remembered. Everything was calm, peaceful, quiet...

And absolutely no aliens. It was a dream world come true.

"How about a trip to the Beanstalk Bakery? My treat." Faybelle offered.

Ben rubbed his empty stomach. "Amen to that!"

Faybelle took Ben to the Beanstalk Bakery. It was entirely outdoors with a giant beanstalk as the base. The menu was written on large chalkboards and the area was surrounded by chairs and tables.

Ben followed Faybelle to the counter where a barista was checking on her coffee making supplies.

"Ahem."

The barista turned and gasped when she saw the dark fairy. Ben saw the wary look in her eyes.

But Faybelle enjoyed seeing the fear she induced into the employee. "We'll have...two double, double toil and trouble hocus lattes, grande size. And...two double hocus cupcakes. And make it snappy!"

"R-Right away!" As fast as the girl could move, she got Faybelle's orders.

Faybelle smirked and snatched her order. She and Ben took their lunch to a table and sat their seats. Ben noticed the glances that Faybelle was getting, but other people were giving him confused looks.

"It's Ben Tennyson!"

"The alien changeling?! Here?!"

"What's he doing with Faybelle Thorn?"

"Are they dating or something?!"

Ben turned to Faybelle. "I guess we're pretty popular around here."

"Of course, you're popular." Faybelle said. She took a bite of her cupcake. "Everyone in the Fairy Tale world is talking about you. You're a hot topic. As for me, I'm feared as the most evil fairy in history. So, instead of famous, I'm infamous." She wickedly smiled.

"But enough about me, whats up with you?" Faybelle said. "Is there trouble in your paradise?"

Ben sunk in his chair. "I wouldn't exactly call my world paradise." he said. He told Faybelle everything. The talk with his aunt, the alien criminals that almost killed his parents, Chadzmuth and the Galvan ball, and how aliens make him miserable.

"Some life," Faybelle scoffed. "Sounds like nobody appreciates you."

"You're telling me." Ben said with his mouth filled with cupcake. "And no matter what I do, aliens will always be there to ruin my life! It's like...I have no freedom anymore!" He sulked.

Faybelle tapped her chin. "I think I know what the problem is; you're too soft."

"Too soft, huh?"

"That's right. You need to toughen up if you want something like freedom. Stick with me, and I'll show you the ropes."

Suddenly, Faybelle's MirrorPhone chimed. "Pixie sticks! It's time for cheerhexing practice!" She flew high in the air. "Try to follow if you think you can keep up!" And she flew away.

Ben laughed. "You're on!" Ben activated his Omnitrix until,

"Ben!" A lovely girl with blonde hair came running up to the hero. It was Apple White, daughter of Snow White. She smiled, making two perfect dimples in her cheeks.

"I can't believe you're here!" She hugged Ben. "Welcome back!" Ben got a good whiff of her perfume. Apple even smelled like apples.

Another pretty girl arrived. "Ben! Long time no see!"

Ben's heart jumped. It was Raven Queen, the kind heart-hearted daughter of the Evil Queen. She was beautiful as ever. With her violet eyes and berry lips smiling at him, Ben couldn't help but melt in her presence.

"Hey, Raven." Ben said, his face flushed.

"So, what brings you here?" asked Raven. "How's the hero job back in your world?"

Ben frowned. "Not so good. I'm afraid I'm not going back home for a while. Besides, my house was blown up. So I've decided to chill here for now." Ben said.

"Your house blew up?! You're homeless?!" Apple gasped, her blue eyes wide open. "Oh my godmother! What happened?!"

"It's not a big deal, Apple." Ben replied.

"Is there anything we can do to help?" Raven asked kindly.

Ben shook his head. "There's nothing you can do, Raven." He sighed. "Nothing anyone can do to help."

"Hey!" Faybelle flew down next to Ben. "Is that the attitude of a future champ?"

"No..."

"Then let's see your Ever After spirit!" Faybelle took out a pair of pom-poms from her backpack and did a cheer. "One, two, three, four! Ben's a champ so say no more!"

Ben smiled a little. Faybelle may be a villain, but she sure was spirited.

Faybelle hooked her arm around Ben's. "Come on, Handsome. We've got work to do!" And she flew, pulling Ben with her.

"Whoa! Easy! I can fly too, y'know!" Ben said.

Raven and Apple just stared.

"Okaaay...what was that all about?" asked Raven.

Apple shrugged.


	4. The Goodfairy and the Bad Fairy

Faybelle arrived at the playing field and swooped down. Ben followed her as Big Chill and swooped down with her and hit the Omnitrix symbol, becoming Ben again.

Ben heard a collective gasp coming from six girls with wings. They were fairies as well.

"Is that him, Faybelle?!"

"It's Ben Tennyson!"

"Is that really him?!"

"Of course it's him!"

"Quit pushing me!"

"You quit pushing me!"

Faybelle raised a hand to silence them.

"Wow, you're good." Ben said, impressed by the immediate silence.

"I know." Faybelle said. "Now, ladies. This is in fact, Ben Tennyson. And he's officially under my wing. If you catch my drift." She winked at her comrades.

The fairies giggled and snorted. "We so totally catch it, Faybelle!"

"You're one of us, Ben!"

"Fableous!"

"He's so cute!"

"I think he's cuter!"

"Ben! Ben! He's the best! He is better than all the rest!"

Ben grinned ear to ear as these lovely fairies fawned over him. "I forgot what a friendly place Ever After is. So, I'm one of you guys?" he asked Faybelle.

"Sure, you were the very first person to ever invite me to a party." Faybelle's wings fluttered merrily. "And that makes you a favorite in my book."

"It did?" Ben vaguely remembered that. He gave Faybelle his ticket to the Enchantment in the Forest Dance. And because of that, Faybelle was truly grateful. "Why is being invited such a big deal to you?"

Faybelle's eyes went dark. "Because I'm cursed to not be invited to things. It's not just because I'm a villain and nobody likes me, it's because I'm cursed to be left out."

Ben felt sympathy for Faybelle. He would hate feeling left out too.

"But you," Faybelle said, her peppy voice returned. "are special! Against all odds, you actually gave me an invitation! You have no idea how awesome that feels!"

Ben smiled seeing Faybelle happy. "Glad I made your day, Faybelle."

Faybelle looked around. "And in other news, it looks like our wingless members are late again." she said in an irritated voice.

"Wingless members?" Ben questioned.

"That's right." said Faybelle. "It's sad to say that we have wingless members on my squad. If we were an all fairy squad, we would do all kinds of mid-air formations that would bring the crowd to their feet every time!" She sighed. "Unfortunately, we had to get saddled with three grounded members, so we have to do land based routines." She rolled her eyes.

"Here they come." a fairy pointed to the wingless students coming to the field.

Ben was surprised that one of them was a boy. A boy with a buff build and brown hair that was shaved on one side. There was a fair skinned girl with auburn hair that touched the ground and a dark skinned, flaxen haired girl.

"Sorry we're late, Faybelle." the flaxen haired cheerhexer said. She spotted Ben. "Who's your friend?"

The long haired girl screamed. "No way! You're Ben Tennyson, the alien changeling! I've never seen a real changeling before! What's it like to change forms? Oh! I'm Holly O'Hair, the next Rapunzel!"

"Take a chill potion, Holly." Faybelle said. "We don't need you creeping him out."

The six fairies agreed. "Yeah, Holly."

"Don't creep him out, Holly."

"Take a chill potion, Holly."

Ben held his hands up. "It's okay. I'm not creeped out." he insisted. The hero eyed Holly's ridiculously long hair. "So...you're the next Rapunzel?"

Holly nodded.

"Cool, you fit that roll pretty well." said Ben.

"Thanks!" Holly smiled wide.

The flaxen haired girl came up to Ben. She was a head shorter than the rest of her squad. "I'm Nina Thumbell, daughter of Thumbelina."

"Hunter Huntsman." the boy introduced.

"Okay, enough with the chit chat." Faybelle interrupted. "We're here to practice, people!" the young Dark Fairy glowered. "And there's still one more member that's hextremely late!"

"Over here!" a voice chimed from the air.

Everyone looked and Ben saw a fairy with blue hair flying towards them.

Upon seeing this fairy, Faybelle and her six fairies groaned with disdain. "Farrah."

The fairy named Farrah landed on the field. "Sorry I'm late everyone!"

Ben observed this new fairy girl. Her baby blue hair was long and wavy. A lock of her hair was pale lavender. It seemed like her presence made Ben feel immediately humbled. Her blue eyes shined like jewels.

"What took you?" Faybelle sniped. "Doing party tricks with pumpkins?" Her minions snickered.

But Farrah smiled. "Actually, I was on my way to practice when a coach broke down outside the school! I had to get my wand and went back to fix it! By the time I realized it, I was late!"

Farrah noticed Ben staring at her. "Oh! Hi! Are you trying out for the squad?"

"Farrah! That's Ben Tennyson, the friendly changeling!" Holly told the fairy.

"Really?! You are!" Farrah said, her eyes twinkled and she did a little curtsied. "It's a pleasure to meet you."

Ben was about to speak until Faybelle clapped her hands together. "Okay! Enough with the meet and greet!" Faybelle grabbed her pom poms. "Alright, Ben. Sit back and watch my team show you how it's done! I've come up with the perfect cheer for when we play Gingerbread High next week!"

"This should be good." Ben sat on a bench and watched Faybelle perform for her team.

As Ben watched, he was actually impressed. Faybelle and her team were like a well oiled machine. They performed their pivots, turns, and kicks in perfect sync.

"We're Ever After High and we're here to say!

Today is not your lucky day!

We're gonna take it home and be the winner!

Ever After eats gingerbread for dinner!

Goooo...Ever After!"

Ben gave them a courtesy clap. It was a nice little cheer. After a few more drills, the team took a break. Faybelle checked her MirrorPhone. "Okay, team! That's enough for today!"

As everyone gathered their things, Ben just couldn't take his eyes off the blue haired fairy.

"Hey, Faybelle." Ben said. "Who was that girl?" He thumbed over at Farrah, who was walking off with Holly and Nina.

"Oh, that's Farrah Goodfairy." Faybelle said as she adjusted her ponytail. "Just forget about her."

"Why?" Ben asked.

"Because she's of no importance." Faybelle replied. "But you are. Right, girls?"

"Yeah! Totally!"

"You're one of us, Ben!"

"That little Goodfairy stinks."

"But Ben doesn't stink!"

But Ben seemed unsure. "Uh, thanks I guess."

Faybelle waved off her followers. "Shoo, ladies. We need some alone time."

The fairies flew away under Faybelle's command.

"Walk with me, Ben." Faybelle put an arm around Ben and they walked towards the school. "You see, we fairies have more enhanced senses that mere mortals and I can sense that you don't realize how big the opportunity I'm giving you is. We are more alike than you think."

"Is that so?" Ben said.

"Of course, when I was just a little nursery rhyme, I always wondered if people will treat me like a freak just because I'm the Dark Fairy's daughter. Did I ever feel alone? Afraid? Wondering to myself, 'will I ever be treated with the respect I deserve?"

Ben was silent.

Faybelle threw her head back and laughed. "Of course I didn't. Because I'm not the kind of kid who lets people walk all over me. The kind of kid who gets knocked around, talked over, and pushed down!"

She glanced at Ben. "Like you."

"Like me?!" Ben blurted. "What are you trying to say?"

Faybelle looked directly into Ben's eyes. "That this alien problem of yours won't go away, y'know. Sure, you can quit being a hero, but what will happen in your next career path? Are you going to let other people hold you back? You being their little puppet and cutting your strings later? Are you going to be a tool for the rest of your life?"

Faybelle had a point. All these years, Ben was a tool. Always doing the hard work and breaking his back for a universe that doesn't deserve his help.

"At some point, you're going to have to stand up for yourself and be your own boss!" Faybelle concluded. "I say out with the old Ben, in with the new."

Ben opened his mouth to speak, but the young fairy gently stroked Ben's cheek. "I promise, Ben. You and I gonna make a great team."


	5. Big, Bad, and Bold

At the hallways of Ever After High, the students' peace was disturbed when the doors were slammed open and Faybelle Thorn strode in with Ben Tennyson beside her.

As Faybelle flew, she whacked a few bystanders with her wings while others moved out of the way.

"Lesson number one, Benny boo." said Faybelle. "When one wields great power, one must be respected as such. Therefore, let no one stand in your way." She whacked a few more people with her wings.

"Uh, sure-OOF!" Ben was blindsided by a blur of some kind, knocking him to the floor. "HEY!"

"Ben! Don't let that girl just knock you over!" said Faybelle. "Lesson number two-"

"I know what this lesson is!" Ben snarled. He angrily activated the Omnitrix and turned into XLR8. He zipped over and caught up to the girl.

"Hey, Hot shot! Slow down!" XLR8 grabbed her by her long brown hair. The girl screamed as she was pulled back.

"LET GO!" snapped the girl. She yanked her hair out of the alien's grip. She was about to take off until XLR8 zipped in front of her.

"Not so fast!" XLR8 snapped.

The girl growled, it sounded like an animal's growl. She was tall and imposing, she wore a slim blue top and a red plaid skirt strapped to suspenders. She leered her grey eyes and parted her red lips to snarl at Ben, revealing her sharp fangs.

XLR8 saw that this girl had wolf ears instead of human ones.

"Ooh, I'm so scared!" the speed alien taunted. "You better slow it down or you and I are gonna have a problem!"

The wolf girl scoffed. "Oh, yeah?"

"Yeah!"

"Oh, yeah?!"

"Yeah!"

"THAT'S ENOUGH!" A blast of purple light shot through the hall, everyone froze in silence.

XLR8's wide eyes turned to see Raven Queen looking royally upset. She marched over to Ben and said, "Ben, just apologize to Ramona."

"She should apologize! She bumped into me!" Ben protested, pointing an angry finger at Ramona.

The bell rang.

"Great! Now I'm late for class!" She growled at Ben. "You'll be the one who's sorry if you don't back off next time I see you!" And she ran off.

Ben's Omnitrix timed out and he returned to his human form. "Raven, you shouldn't have done that! She just knocked me over like I was nothing!"

"Ben, I'm sure Ramona didn't mean to!" Apple insisted. "Don't be mad at her."

Ben balled his fists. "Well, you can tell Ramona to watch her back! Cause Ben Tennyson ain't no pushover anymore!"

"That's the spirit!" Faybelle said. "Anyway, I'll spell you later. I'm off to General Villainy." And she flew off in Ramona's direction.

But Raven and Apple stayed. "Ben, I may not know what's going on, but I don't think you should be hanging out with Faybelle." said Raven.

"Why not? She's helping me!" said Ben.

"Helping you? More like corrupting you!" Raven said.

"You don't understand!" Ben said sharply. "Back in my world, I was too soft. My enemies nearly killed the people I love! But with Faybelle's help, things are gonna be different!"

Apple tried to calm him down. "Well, maybe if we went to your world and-"

"ARE YOU CRAZY?!" Ben shouted, startling the two princesses. "You guys in my world?! That's practically suicidal! My world is a place of evil. Crawling with psychotic villains, killer aliens and sociopathic monsters! You wouldn't last a day! You'd be eaten alive! Chewed up and spit back out! I'm only saying this to protect you two! So, if you know what's best for you, stay away from my dimension!"

And the teen hero stormed off.

"Great. Now what do we do?" Raven was really worried for Ben.

Apple pondered and pondered until an idea finally popped in her head. "Wait! I think I know what to do! But we have to act quickly! Follow me!" She took Raven by the hand and they ran off.

* * *

Ben waited outside the door for Faybelle to return, he tapped his foot impatiently as he waited for her class to be over.

Finally, the bell rung.

The students began leaving the classroom. Ben spotted Ramona and scowled unpleasantly.

Faybelle came out. "Hey, Ben."

"Fay." said Ben. "What do you know about that Ramona girl?"

"She's Ramona Badwolf, daughter of the Big Bad Wolf. Not only is her father the Big Bad Wolf, but he also teaches General Villainy."

A low growl came from behind Ben. He turned and saw an anthropomorphic wolf in a red plaid shirt and worn out jeans behind him, it was Mr. Badwolf himself.

"Oh. Now I remember..." Ben droned. The last time he saw Mr. Badwolf was when he was walking down the hall and the evil teacher snarled at him to move it.

"Ben Tennyson, the famous changeling." Mr. Badwolf said with a frown. "You have some nerve coming here after trying to hurt my daughter..."

"Well, maybe you should send your daughter to obedience class before she pushes me around." Ben quipped.

The fur on the back of Mr. Badwolf's neck bristled. "Stay away from her." With a parting snarl, he walked back to his classroom.

"Impressive." Faybelle said to the teen. "There may be hope for you yet."

* * *

At Headmaster Grimm's office, Apple had just discussed her idea with Milton Grimm. With Apple was Raven Queen and Hunter Huntsman.

"Very well, Ms. White. I approve your assignment." he said.

Apple and Raven left his office. "Wow, you had the headmaster eating out of the palm of your hand." said Hunter.

"I can't believe he's letting us do this!" Raven said.

Apple smiled. "Headmaster Grimm only understands that I uphold the royal tradition of helping others. And Ben needs our help more than ever!"

"Is this gonna take long though?" asked Hunter. "I promised Ashlynn I'd take her out on our date next week."

"Don't worry. We won't be gone long." Apple said. "Raven, do you have the right spell to take us to Ben's world?"

"I think I do. But are you sure this is gonna work?"

"Is what gonna work?" asked Madeline Hatter, the chipper and perky daughter of the Mad Hatter. With her was Darling Charming, daughter of King Charming.

"We're going to Ben's world to rebuild his home." said Apple. "I'm sure that once his home is fixed, he won't be so upset anymore!"

"What a tea-rrific idea!" Maddie jumped with a click of her heels. "Count me in!"

"Me too!" Darling said. "I'm intrigued of the world Ben is from."

Apple clapped her hands together. "Then it's settled! Raven, if you please."

"Alright," Raven took a deep breath and raised her hands up.

 _"Location incantation. Rising moon and setting sun,_

 _Take us to the home of Ben Tennyson!"_

Swirls of purple smoke circled the teens. Raven concentrated hard and once the spell was cast,

 **POOF!**


	6. Fairy Tales in Bellwood

Back in Bellwood, a furious Max Tennyson was at the Plumber Base searching everywhere for the Omnitrix signature to find Ben, but there was no trace of him.

Rook Blonko arrived to the base with a look of disappointment.

"Any luck?" Max asked the Revonnahgander.

Rook dipped his head. "No, Magister. I searched all through Bellwood, Undertown and all over the planet. But he is nowhere to be found. I do not think Ben is even on Earth or not even this universe. I believe that winged girl took him to her world. Every Plumber stationed here is trying to find him and still no luck."

Max slammed his fists against the computer controls. "I can't believe this! When I see Ben, I'm gonna-"

"Control yourself, Max Tennyson."

Max seized his ranting and looked around.

"Down here."

He looked down and standing in front of him was Azmuth.

"Azmuth? What are you doing here?" asked a surprised Rook.

"What? After that little stunt Ben pulled, you want me to just forget about it and move on with my day?" He crossed his tiny little arms. "I don't think so."

"It's none of your concern, Azmuth." Max replied harshly. "You just leave Ben to me. Once I find him, I'm shipping him straight to military academy!"

Rook tried to change the subject. "Um, how are you recovering, Azmuth?"

Azmuth shrugged. "I'm quite alright actually. I've been through worse. But Chadzmuth is still unconscious. Confidentially, I'm not all that worried."

"I just can't imagine how Ben can be friends with that girl and then run off with her!" Max said.

Suddenly, Rook's communicator beeped and he answered it. "Hello? What is at Ben's house?!"

* * *

At the wreckage of Ben's home, a scene was playing out. It was like something from a fairy tale.

A corral of deer, squirrels, rabbits, and other woodland creatures were carrying wood and all sorts of construction materials, led by Apple White wearing a red hardhat.

Hunter Huntsman was chopping many cut down trees and with many swishes of his ax, he made dozens of planks of wood.

Raven Queen was using her magic to restore the destroyed furniture. With just a flick of her wrist, they were all good as new.

Madeline Hatter walked over to them. "Ben is going to be so surprised with the new house we're making him!" She jumped up and down. "It'll have a tearoom and everything!" She reached into her hardhat and pulled out many different colored buckets of paint.

"I saw we paint the place checkered!" The young hatter took out a paint brush, dipped in a can, and painted a just made wall, making it look like a giant chess board.

"Uh, Maddie!" Darling ran over to stop her paint-happy friend.

"Excuse us,"

Apple, Raven and the rest of their friends looked and saw Max, Rook, and Azmuth. Max marched right up to them.

"Where is my grandson?" he demanded angrily.

"Grandson? You mean Ben?" asked Darling.

"That's right." Max said, losing his patience. "And I remember you two." He pointed at Apple and Raven. "You're from the same world Ben went with that girl. And you're gonna take him to me right now!"

Apple was a bit intimidated, but Raven wasn't. She went up and looked her eyes right into Max's.

"No,"

"No?! Why not?!"

"Because Ben just wants to be alone." Raven said. "His home was destroyed and he has nowhere else to go. And right now, we're rebuilding this house to help cheer him up. You can yell at us all you want, but we're not going to let you make our friend feel any worse!"

Max was about to protest until Rook stopped him. "Please, Magister. We should listen to her. I do not blame Ben for leaving. To be honest, I do not think it was a good idea to even bring him to the Galvan ball in the first place. After losing his home and almost his family, do you honestly think he would just shrug it off like it was nothing?"

Max was silent.

Azmuth looked at Rook. "Almost lost his family?"

Rook nodded. "Yes. And what happened at the ball just made things worse. He lashed out and almost devoured Chadzmuth out of sheer anger alone! We should just give Ben his space."

"Exactly." said Raven. "Ben just needs a break, that's all."

"What is all the racket out here?!"

Everyone turned and saw a balding, pot bellied man looking furious. It was Mr. Baumann, Ben's neighbor and sometime enemy because his irrational hatred of Ben for any damage to his property or car that was never intentional. He is generally unreasonable, cold, unforgiving, and impatient towards Ben.

"Sorry to bother you, Sir." said Apple. "But we were rebuilding Ben's house."

The grouchy man scoffed. "Oh, yeah? Is he paying you or something?"

"No one is paying us!" Raven said. "We're rebuilding his house because we want to!"

"You want to? For nothing?" Mr. Baumann grumped. "Are you kids out of your skull?!"

"No, we're not!" Apple said, joining the conversation. "We are doing this because Ben is our friend and we care about him. And if you any decency or humanity in your heart, then you'll help us too! We can't do this alone!"

Mr. Baumann looked into Apple's big blue eyes. She looked at him imploringly, touching Mr. Baumann's crusty heart.

The senile store owner blushed a little and scratched his head. "Well, how could I say no to a face like that? Alright, I'll help you gals."

Max's jaw dropped. Mr. Baumann wanted to help Ben?! Did this girl cast a spell on him or something?!

"But is Ben safe in your world is what concerns me." said Azmuth.

Maddie's eyes shot up. "Wow! A talking dormouse!" She scooped up Azmuth and hugged the small alien.

"Don't worry." Apple said. "Ben is safe in Ever After."

"But about that winged girl that took him?" asked Rook.

"Yeah, Ben's hanging out with Faybelle!" Maddie said as she cuddled Azmuth. "That's clearly a no-no!"

Raven looked at Apple. "Yeah, Apple. Aren't you even a little worried about Ben being with Faybelle? What if she rubs off on him?"

Apple shook her head. "Don't worry about it, Raven." She smiled. "If you can resist the call of evil, so can Ben. I can tell that being evil is not in him."

"How do you know that?" Azmuth said. He finally escaped from Maddie's arms. "I'll bet that none of you even know him!"

"We know more than enough to care about him." said Darling. "What about you, Smart guy? Do you know him well enough to even care?"

Azmuth glared his eyes up at the young princess. "I'd be watchful of that tone, young lady. As the Omnitrix's creator, Ben is my responsibility since it's stuck to his wrist."

"Whoa, whoa, whoa! Back up!" Raven said. "You built the Omnitrix?!"

"That's right." said Azmuth. "And I don't believe your world is safe for a wild card like Ben Tennyson!"

"Being the smartest being in the universe, Azmuth has a point." Mr. Baumann said. "Your world could be in danger because of Ben. He is a walking disaster after all."

Everyone stopped what they were doing. They all turned their heads to Mr. Baumann. The elderly man shrunk a little from their harsh glances.

Raven took a step forward. Mr. Baumann could actually see the anger glowing in her eyes. Raven balled her fists and reared back.

"Don't. EVER. Talk about Ben like that!" Raven's magic began to form around her in an aura of rage. "HE'S MY FRIEND!"

Everyone cowered in silence as they felt terror creep inside them, but none more so than Mr. Baumann.

Raven looked like she was about to explode, but Apple stepped in between her and the shaking storekeeper.

Seeing her friend helped Raven calm down. Apple went to comfort her and looked back to the stunned onlookers.

"Listen," Apple said to them. "Even if we don't know everything about someone, it's always important to help that someone when they need it. We all love Ben for who he is, flaws and all. Which is why we are doing this for him! So grab a tool and let's get moving!"

"You heard her!" Raven called out. "Let's get going, people!"

As everyone went back to work, Max and Rook walked over to Mr. Baumann. "You alright, Baumann?" asked Max. "You look a little pale."

Mr. Baumann exhaled deeply as he ran a hand over her bald head. "I'm fine. I gotta hand it to Ben, he does make good friends."

"Indeed." Rook said.


	7. An Evil Deed Indeed

Back at Ever After, Faybelle invited Ben to have lunch together in the Castleteria. Waiting for them were two trays full of food brought to them by Faybelle's six cheerhexing groupies.

The fairy and human took their seats and decided to chat.

"I have to say, Ben. That was pretty cool how you stuck it to Ramona and Mr. Badwolf like that." Faybelle mused. "That's another lesson learned, standing your ground is everything."

"So cool, Ben!"

"You rock, Ben!"

"That Ramona better watch her back!"

"Well, I don't like those two mad dogs." said Ben. "Who do they think they are anyway?"

"They're both villains, what'd you hexpect?" Faybelle said. She frowned. "Too bad that good for nothing Raven Queen had to butt in." She stabbed her fork through her baked potato.

"Yeah! Raven Queen ruins everything!"

"She's such a loser!"

"She's the queen of losers!"

Ben stared while Faybelle and her minions snickered.

"No, she's not." Ben said. "Raven happens to be really nice, y'know."

"Nice? Nice will only get you so far." Faybelle told him. "That's another lesson right there. If you really want to be tough, you need to show people who's boss, because no one will ever respect a pushover."

Ben only had to think about this for a few seconds until he heard someone running towards them.

It was Blondie Lockes, the bubbly daughter of Goldilocks. She was carrying her MirrorPad and a tray of steamy porridge.

"Ben! Ben Tennyson! Over here- AAAAH!"

Blondie stumbled and spilled her porridge all over Ben.

"OOOOOWWWW!" Ben jumped out of his seat and howled with pain. That porridge was way too hot!

Faybelle and her gang nearly got the wings scared off of them.

"Watch where you're going, Lockes!" snapped Faybelle.

Blondie picked herself off the floor. "Don't worry. It's just a little porridge." she said.

"What?!" Faybelle shouted. "That ain't good enough, Toots! You can't just-"

Ben put his arm in front of Faybelle. She looked and saw the ice cold look in Ben's eyes.

Blondie just smiled like nothing happened. "Ben Tennyson is back!" Her voice bubbled with perkiness. "Once I heard you returned in Ever After, I just had to get an interview with you! Perhaps you can turn into something for my MirrorCast show!" She held up her MirrorPad directly in Ben's face.

 _'Seriously?'_ Ben thought. This girl just spilled flaming hot porridge all over him and has the gall to ask for an interview? She didn't even say sorry! Just a stupid 'It's just a little porridge.'

Ben paused, then curved a smile. "Sure, I'll turn into something for you." he said sweetly. "How about right now?"

"Oh, that would be just right!" Blondie squeaked with excitement. Faybelle scowled with revulsion at Blondie's enthusiasm.

"But let's do it somewhere private." Ben told her. "We don't want to spook anyone else. I mean, I can turn into some pretty wild things."

Blondie nodded, her blonde curls bouncing. "Okay! Where to?"

"What do you think, Faybelle?" Ben asked. Faybelle was confused until Ben gave her a wink, hinting her that Ben had something in store for Blondie.

"How about...the Dark Forest?" Faybelle suggested. "Nobody ever goes through there."

"Perfect! Let's go!" Blondie said.

Ben, Faybelle and Blondie left the school and walked to the most remote, and scariest part of the Fairytale World.

The Dark Forest.

Even though it was still daytime, it felt like night time within the murky woods. With its whispering trees and enveloping fog, it was NOT a place to be in too long.

Blondie rubbed her goose-bumped arms. "Gee, the Dark Forest is a lot bigger than I remember." She jumped when she heard a rustling in the bushes. "And spookier!"

Faybelle was fine. After all, a spooky forest like this was a great hangout for a future villain. And Ben liked spooky things, so he was cool as Big Chill's ice breath.

"Relax, Blondie. I've got your back." Ben assured her. "Now, let's get to that interview!"

Within a split second, Blondie fear dissipated. "Ready when you are!" Blondie had her MirrorPad up and recording.

With a devious glint in his eye, Ben activated the Omnitrix. A flash of green light lit up the area.

Once it died down, the two girls stared in shock. Ben had transformed into a ghost!

Well, an alien that resembled one. It was Ghostfreak.

Blondie couldn't help but let out a scream. But then, Ghostfreak charged at Blondie and phased into her body, knocking her down onto her back.

"Whoa!" Faybelle jumped back. She watched Blondie remain motionless for only a moment. Then she stood up and smiled.

Faybelle was dumbfounded. "Ben?!"

"In the flesh." Ghostfreak said with Blondie's mouth. "Well, Blondie's flesh anyway."

"You can possess peoples' bodies?!" Faybelle broke into feverish excitement. "That. Is totally wicked!"

"And now it's time for an exclusive." Ghostfreak inside Blondie said. "One that'll make Blondie Lockes really, really memorable!"

Faybelle laughed a devious laugh. "Oh, yeah!"

* * *

"MS. LOCKES!"

Blondie was awoken by a loud booming voice. She screamed and woke up to find herself sitting in a comfy leather chair behind a desk.

Her large blue eyes stared to the man standing in the doorway. He was a tall man dressed in a gentlemanly attire with a thick grey mustache. His emerald eyes were glaring right through the scared and confused girl.

It was Milton Grimm, headmaster of Ever After High.

Blondie looked around the room. It was completely torn apart! The drapes were ripped off the windows, books and papers were tossed and scattered all over the floor, and several pictures were shattered.

"What happened?!" Blondie gasped.

"Do not play innocent, Ms. Lockes! This is UNACCEPTABLE!"

"But Headmaster Grimm! I-"

"I know it is your destiny to enter the bear's cottages, but breaking into my office and destroying it is crossing the line!"

"But I didn't do it! I just woke up here!" Blondie insisted. All she could remember was interviewing Ben and that was it.

Blondie was flabbergasted. How did this happen?!

"What you have done is inexcusable, Ms. Lockes! Your punishment will be detention for two weeks." He handed Blondie a broom. "But first, you clean up your mess!"

Knowing she can't talk her way out of this, Blondie sighed and took the broom. She started sweeping.

Having witness his deed complete, an invisible Ghostfreak left the office and flew all the way to Faybelle's dorm room. Faybelle was sitting on her bed. Her face lit up when Ben reverted to his human form.

"How'd it go?!" asked Faybelle, her voice dripping with anticipation.

Ben smiled like he just won the Olympics. "Successful. Blondie's got detention and I got my payback."

"AWESOME!" Faybelle hopped off her bed with wicked glee.

Faybelle was so happy, she just had to do a cheer. She took out her pom-poms and cheered away.

"Ben! Ben! He's the best! He is better than all the rest!" Her wings beat the air as she jumped. "Give me a B! Give me an E! Give me an N! What does that spell? BEN! Woo-hoo!" She tossed her pom-poms in the air.

Ben clapped as Faybelle took a bow.

"I'm proud of you, kid!" Faybelle said as she put an arm around Ben. "That was a wicked plan if I ever saw one! Y'know, if you could help me with this little scheme I've got for General Villainy, then you'll pass my tutelage with flying colors!"

"Anything you for, Fay." Ben said with a shrug. "So, what's the assignment?"

Before she could answer, Faybelle's MirrorPhone chimed. "Uh, I'll tell you later." she said. "I have a meeting with the Villain Club."

Ben tilted his head. "Villain Club?"

"That's right, I'm the president." she bragged. "You want to join? You've certainly proven yourself worthy."

"Uh, no thanks. I'm good." Ben replied. "I'll just hang out here."

Faybelle shrugged. "Suit yourself. Anyway, gotta fly." And she took off.

Once she left and the room got quiet, Ben felt her words sink into him and felt his chest become heavy.

"Proven myself worthy?" Ben said. Did Faybelle mean what Ben thinks she meant? That she thinks Ben is becoming a villain too?

 _'I'm not a villain. Blondie deserved it.'_ Ben thought. _'She did pour that porridge all over me. She had it coming.'_

Ben tried to believe what he did was justice served, but that little feeling in his heart was telling him it was wrong. But Ben had to block it out, there had to be something to take his mind off things.

The sound of Ben's rumbling stomach made him decide that some food will help him relax. The teen got off Faybelle's bed and left her room.

As Ben walked down the hall, he was having a little war with himself. Was he becoming a villain? No, absolutely not.

Suddenly, Ben was yanked into the shadows.


	8. Bad is the New Good?

Darkness surrounded Ben, but a light in the distance quickly grew bigger. Without warning, he tumbled into another room. It was decorated like the outdoors, with a bed that was made of tree branches and a vibrant red bedspread.

Ben looked and saw a girl in a red hood grasping his arm. It was Cerise Hood, daughter of Red Riding Hood.

"Cerise?!" Ben pulled his arm away from her. "What are you doing?!"

Cerise looked very upset. "Ben, I saw what you did."

"What are you talking about?" Ben said, defending himself.

"Don't play dumb. You turned into that freaky alien and took over Blondie's body and made her break into the headmaster's office!" She growled. "You should be ashamed of yourself!

"I'm not ashamed of anything!" Ben told her. "Besides, she deserved it!"

"Why? Because she accidentally spilled a little porridge on you? Oh, yeah. She totally deserved getting detention for something she didn't do." Cerise said sarcastically.

How did she know? Was she watching him this whole time?

"Ben, you shouldn't be using your powers for things like that." Cerise said in a no-nonsense tone. "Because someday, it might just catch up to you."

"You don't understand, Cerise! I did it to prove myself that I'm not a pushover! Haven't you ever been pushed around by someone? Sure, it was just a little porridge, but what if someone did it on purpose? Should you just sit back and take it? Absolutely not! You need to buck up and stand your ground if you want your enemies away from you!"

"Listen, Ben. Acting this way will only bring you more enemies, not keep them away. You'll be just as hated as Faybelle, maybe even more. It's not too late, Ben. Be who you really are." She seemed to say those words very deeply.

Cerise's speech nearly touched Ben, but remembering what happened in his world, he decided to let them fall on deaf ears. "So what? Everybody hates me. I have more enemies than I want to remember. And I don't care if I make a few more. There will always be enemies in my life. But they're all gonna think twice before they mess with me!"

Ben spun on his heels and stomped out of the room, leaving Cerise alone.

"She's got some nerve..." Ben grumbled to himself as he stomped down the hall. His empty stomach made him even more upset. "Oh, man. I'm starving..." he moaned.

It took a while, but Ben finally found the Castleteria. Unfortunately for him, it was closed.

Ben threw his head back and groaned. "Great! Now I'm gonna starve to death!"

"Excuse me."

Ben turned to the right and there was Farrah Goodfairy and Nina Thumbell. Farrah was holding a sandwich. The fairy smiled as she offered it to Ben. "Here, you can have my sandwich."

Ben looked at the fairy. "What's wrong with it?"

Farrah shook her head. "There's nothing wrong with it. It's a princess and peanut butter sandwich. It's the best thing on the menu!"

Ben cocked a brow. "Princess and peanut butter sandwich?" He took the sandwich anyway and took a bite. "Mmm! You're right, this is good!" he said with his mouth full.

Farrah giggled. "I'm glad you like it."

"Hey!" Nina suddenly said as one of the students "accidentally" bumped into her, causing Nina to drop her school books out of her hands. It was Duchess Swan.

"Sorry, Short stuff." the snotty Swan Princess said. "Maybe if you grew a few more inches and then people might actually notice you."

She walked away as Ben glowered at the Royal snob. He looked and saw Nina quite depressed.

Farrah put a motherly arm around her. "Don't listen to her, Nina. There's nothing wrong with you."

Nina sighed. "It's okay, Duchess enjoys looking down on people. When you're the daughter of Thumbelina, you're not hexpected to be the tallest kid around. So...pretty much, everyone looks down on me..."

"I know how that feels." said Ben, grabbing their attention. "I was never the tallest guy either and I've been called all the names. Shorty, squirt, small stuff, shrimp. It gets to you after a while and it really hurts. But I kind of had to learn the hard way that size isn't everything."

"How?" asked Nina.

Ben smiled. "Like this." He activated the Omnitrix. Farrah and Nina shielded their eyes from the bright green glow that engulfed Ben's body.

When the light died down, Ben was gone! But when they looked down, they saw in astonishment that Ben had become six inches tall in the form of Grey Matter.

The little alien smiled up at the visibly amazed girls. "Nina, may I see your assignments? And I'll need a pencil." asked Grey Matter.

"Why?" asked Nina.

"You'll see." said Grey Matter.

* * *

A few minutes later,

"And...done!" said Grey Matter, writing the final answer on the last paper.

"I don't believe it!" Nina took the stack of completed papers. "You just did three hours of thronework in less than an hour!"

"Incredible!" Farrah said, her eyes twinkling. "It's like a dream come true!"

Grey Matter smiled proudly. "You see, this alien species known as the Galvan may be small, but they more than make up for it with intelligence." he said. "So size isn't everything after all. People are truly judged by talent, not size."

"Ben's right, Nina." said Farrah. "You're as multi-talented as they come. You're an honor student, you always care for the environment, and you're an important member of the cheerhexing squad."

Nina smiled. "You guys are right."

Ben was glad Nina was cheered up. Until...

"HEY!"

Everyone turned and saw Faybelle flying over to them. "Ben? Is that you? What are you doing with the riff raff?"

Ben's time as Grey Matter was out and Ben was himself again. "I was just hanging out with them. Is that so wrong?"

"It is wrong." Faybelle said. She turned her glare to her classmates. "If you'll excuse us, we need to talk. In private."

Farrah and Nina looked at each other, but they didn't want to argue with their cheer captain, let alone a dark fairy. So they took their things and walked away.

But Farrah smiled and waved to Ben. "See you later, Ben."

Ben waved back, but Faybelle put his hand down. "Don't wave to her. In fact, I don't want you even talking to her."

"Why?"

"Because Farrah is the worst fairy anyone can be around. She's a fairy godmother."

"Fairy Godmother? Like in Cinderella?" asked Ben.

"That's right. Fairy godmothers are the lamest fairies to ever exist!" Faybelle said. "And Farrah, being the daughter of the Fairy Godmother from Cinderella, is a disgrace to all fairies!"

"But why? She seemed really nice to me." Ben said.

"Oh, my Grimm. There's that word again!" Faybelle groaned. "Nice is a poison, Ben. It rots your brain and makes you soft, weak, and pathetic! Farrah has already brainwashed everyone with her goody-goodness. Nice and goodness gets you nowhere."

"But-"

"But nothing!" snapped Faybelle. "Ben, do you even know why fairy godmothers are so insignificant in the Fairy Tale world?"

Faybelle answered before Ben even spoke.

"Because they wield limited power. All they do is make things look better. Like turn a ratty dress into a ball gown or turn a pumpkin into a carriage. It's not even significant magic. And it only lasts until midnight! It's a total joke!"

Faybelle crossed her arms. "And fairy godmothers are slaves to their own magic, so the joke's on them." she grinned. "As for us dark fairies, we wield unlimited power. And best of all, we serve no one."

The teen fairy walked Ben down the hallway. "In fact, if you stick with me, I can make it worth your while."

"How?"

The future dark fairy stopped and put her hand on Ben's shoulder. "Ben. I didn't want to say this in front of the girls because I was afraid they might get jealous. But I'm giving you the job that they would only dream of achieving!"

She leaned in very close. "My second in command."

Ben arched a brow. "Second in command?"

"That's right." Faybelle said. "When I graduate and curse Briar Beauty to sleep for a hundred years, I will inherit my mother's crown and become the most witch and famous of all fairies! Not only that, since Raven Queen isn't going to be the next Evil Queen, someone is going to have to take her place, and that someone is me!"

Faybelle chuckled maliciously. "Once I become the Dark Fairy and the next Evil Queen, I will be the most evil, most powerful being in all of Ever After! And I will share all that power with you, Ben. Hex, I can make your Omnitrix even more powerful!"

"More powerful?" said Ben.

"Sure, I can make you as powerful as me. Dark magic is the answer to everything, it's the very same power that will destroy your enemies." She lowered her voice. "And you'll only get that power by embracing evil."

Ben literally jumped back from Faybelle's words. "What?! No! I-I can't do that!"

"Ben," said Faybelle. "I understand you're all about using your powers to help people. But you said yourself that nothing you did made a difference. Your life is just downhill from here. So instead of fighting evil, you should let it into your life. Evil is a force that can't be stopped, joining the evil side will make a bigger impact on your world. Your enemies will never come near you again."

Ben was silent. He just looked down at the floor, motionless.

"Fine," Faybelle sighed. "I was only trying to help you. Because I thought that's what friends do." She began to walk away. "Not that I would know..."

"Wait."

Faybelle stopped.

"I know you want to help me, Faybelle." Ben said. "I won't turn my back on you. I think I'll give this evil thing a shot."

Faybelle turned and smiled as innocently as possible. "Thank you, Ben. You're a true friend." She put a hand to her heart, as if touched.

Oh, she was good.

"But," said the young villain. "if you really want to embrace evil, you gotta prove it some more. That thing you did to Blondie was just a warm up." She came close to Ben. "In fact, if you do a little chore for me, then I'll grant you that power we talked about."

Ben looked calm. But inside, a whirlwind of emotions was flowing inside him. He didn't even know what Faybelle's chore was.

But he did know that it was a chore of wrongdoing.

"What do you want me to do?" asked Ben.

Right then, Ben Tennyson, wielder of the Omntrix, decided that it was time to do the wrong thing for the right reason.


	9. That Old Purple Magic

Back at Bellwood, everyone almost finished Ben's house. But it looked already complete.

"Phew!" Apple wiped her forehead, even though there was no evidence of sweat on her. "Maybe we should take a break."

"I'm with you." Hunter said, a bit out of breath. He already ripped off his shirt and his chest was glistening with sweat.

"I gotta say, you kids put in a lot of work for one afternoon!" Max said, quite impressed.

Raven shrugged. "Anything's possible where we're from. But is there a place to grab a cool drink? I'm parched."

"Yes," said Rook. "I know just the place."

* * *

The fairytale kids followed Rook to Mr. Smoothy. When they arrived at the establishment, every boy stopped and gaped in awe.

One boy rushed up to Apple. "Can I get you a menu?!"

"Can I buy you a drink?!" an excited boy asked Raven.

"A date with me?!" an ecstatic boy asked Darling.

Practically every boy swooned and drooled over Apple, Raven, and Darling.

Maddie and Hunter just stood there.

"You think these people have never seen royalty before." Maddie noted.

"I guess it's a good thing Ashlynn isn't with me." Hunter said. "I'll bet every boy in this world would be after her!"

Once Rook separated the crowd and the gang managed to get their smoothies, they all settled down and enjoyed their drinks, though it was difficult with the customers getting all googly-eyed at the princesses.

"So, Ben said our world was a place of evil?" Rook said.

Raven took a sip of her smoothie. "Yep, he said we wouldn't last a day." She rolled her eyes. "We'd be chewed up and spit back out or something like that."

Darling looked around. "Strange, I don't anything evil about this place, do you?"

"Except the girl-crazy admirers." Maddie's said.

"Alright! Hands in the air!" a droll voice hollered.

Everyone looked and there were the alien hillbilly criminals Octagon and Rhomboid Vreedle with their weapons aimed.

"Nobody try anythin' stupid or the shootin' begins!" Octagon warned. "Hand us all your money and valuable type stuff and nobody gets hurt!"

"Hands in the air, Vreedle Brothers!" Rook said as he took out his Proto-tool and aimed it at the brothers.

"Why, if it ain't Ben Tennyson's unnamed associate!" said Octagon. He looked back and forth. "Where is Tennyson anyway?"

"Y'all better back up or we'll blow you up real good!" Rhomboid warned.

Before the Plumber could engage, Darling stepped in.

"Put the weapons down, boys!" Darling ordered.

But the brothers just whistled at the princess.

"What a doll!" said Octagon.

"Wowie!" said Rhomboid, whistling.

But Darling just frowned and threw her hair back. Then everything around her went still. Time slowed to a crawl. With everything and everyone slowed down, Darling rushed to the frozen Vreedles and yanked their weapons away from them. Then she ran back to Rook's side.

A few moments later, time was back to normal and the Vreedles were shocked to find themselves unarmed and at the mercy of Rook, Max, and a newly armed Darling.

"This is unexpectedly unfortunate." Octagon deduced.

* * *

It was no contest after that. The Vreedles surrendered and were taken in by Plumber authorities.

"How did you do that?" asked Rook.

"We Charmings all have a magic touch." said Darling. "When I toss my hair, it slows down time."

Hunter crossed his arms. "Yeah. But next time, let me join in! I was about to let 'em have it!"

Darling playfully rolled her eyes. "Sure..."

"I'm serious!" Hunter said, stomping his boot. "As a Huntsman, I am sworn to protect the weak and helpless! To swing my ax bravely and-"

All of a sudden, the sound of an alarm went off not to far away.

"Duty calls!" Hunter struck a heroic pose and the sound of trumpets played a dramatic fanfare.

"Where did that music come from?" Rook said, very confused.

"Hunter, wait!" Raven called out, but the young Huntsman already dashed off. So the girls and Rook had to follow him.

At the Bellwood bank, Hunter spotted Fistrick running off with bags of stolen loot.

"Drop those bags, you fiend!" Hunter yelled. He let out a battle cry as he charged at the villain.

Fistrick stopped running. "What's that noise?"

Before he could react, Fistrick was tackled by Hunter and the two began wresting all over the street.

Rook and the fairy tale girls just watched.

"I guess Hunter was serious." said Raven.

But things got ugly when Fistrick tossed Hunter off of him and pulled out a blaster. "Big mistake, bro!"

"HUNTER!" Reacting quickly, Raven hurled a powerful blast of magic at Fistrick, but he dodged at the last minute and the magic bounced off the bank window and was sent hurling into the sky.

Fistrick laughed at the failed rescue. "You throw like a girl!" He aimed his weapon at Raven.

As quick as a flash, Hunter took out his ax and with the blunt end of the weapon, bludgeoned the back of Fistrick's head, knocking the thug out cold.

"Alright! Way to go, Hunter!" Maddie cheered.

Hunter slung the ax on his shoulder and stood proudly. "All in a day's work for a Huntsman."

"I bet Ashlynn would be proud of you." said Apple.

Hunter blinked and dipped his shoulders a little. "Yeah, she would." He missed his girlfriend a great deal.

Suddenly, many people gathered around the teenage fairy tales. Most of them were from the local news and they were demanding the answers to their questions.

"Who are you people?!"

"Where did you come from?"

"Are you aliens in disguise?!"

"Where is Ben Tennyson?!"

"Has Ben Tennyson quit being a hero?!"

"Are you Bellwood's new superhero team?!"

Annoyed by the pestering cameras in their faces and jerky reporters, they knew that had to get out of here.

"Uh, Raven?" Apple asked her friend. "Got an exit spell?"

"On it!" Raven held her hands up and threw them down. The group was gone in a flash of purple.

They reappeared at Ben's almost finished house.

"That was close!" Darling said. "I'm not exactly eager for the spotlight. "Especially not in this world."

"Same here." said Raven. She looked over at Max, who looked a bit sad. "Are you alright, Max?"

The elderly Plumber rubbed the back of his head. "Yeah, it's just that I miss Ben, that's all."

Raven put a kind hand on his shoulder. "Don't worry. He'll be fine. Let's just be glad that everything's back to normal now."

* * *

However, deep within the darkness of space, Raven's magical blast was still flying through the universe. It came soaring for light years until it finally hit something in a dark and gloomy solar system.

 **CRASH!**


	10. The Red Shoes

Back at Ever After, night fell. Inside the school, Faybelle waited until her roommate, Bunny Blanc was fast asleep, she hopped out of bed. The fairy carefully and quietly placed extra pillows under her covers to make a dummy of herself. She had to make sure she wouldn't get caught.

Bunny's rabbit ears perked up and started to wake up.

Reacting fast, Faybelle muttered a sleeping spell under her breath and shot a bit of fairy dust at Bunny. When the dust hit her, Bunny's eyes fell and she flopped her head back on her pillow.

Relieved, Faybelle flew out her dorm window. She flew as fast as her wings could carry her, darting over bushes and around trees.

Finally, Faybelle spotted Ben out near the bookball field. "So, what's the plan?" Ben asked.

"Simple." Faybelle pointed to a seemingly normal cottage placed on the other side of the field. "Over there is Madame Baba Yaga's office. Inside, there's a pair of red dancing shoes. All you have to do is get in, get the shoes, and get out. Easy peasy."

Ben cocked his head. "That's it? You just want me to get you some shoes?"

"Oh, they're more than just shoes." Faybelle said. "Now, grab those shoes and meet me back out here."

Shrugging, Ben got his watch at the ready and pressed down. His body flashed green and felt his entire being turn to mush.

Well, not mush, but Goop.

"EEEW!" Faybelle squealed in disgust.

"Relax, it's still me." Goop said in his squeaky voice. He morphed into a slimy snake and slipped through the crack of the door.

The first thing Ben noticed about this office was that it was totally weird. This Baba Yaga obviously preferred her decor style to be old school sorceress chic. Old oak furniture was stacked with dust, spell books, and sorts of magical trinkets.

Goop slithered carefully on the floor. Where could those shoes be?

And suddenly, Ben spotted some red string coming from a white box. He reached for the box, looked inside, and bingo! It was the red dancing shoes!

With the shoes in hand, Goop leaped from the window and plopped onto the ground. He transformed back into Ben. "Got 'em."

"Wow! I like a man who works fast." an impressed Faybelle purred, batting her eyelashes.

"Uh, yeah." Ben said, a bit bashful. "So...we done here?"

"Not yet." Faybelle snatched the box. "Phase two of the plan starts tomorrow. So, get some rest." And Faybelle took off.

"Hey! Wait a minute!" Ben called out. "Where am I gonna sleep?!"

Faybelle shrugged. "How should I know? Just turn into a sleeping alien or something. I'll text you in the morning." And the fairy flew back to her dorm.

"Great..." Ben mumbled. "This being evil thing is gonna take some getting used to."

Ben yawned as he walked through the Village of Book End. It's a good thing he knew a place where he would always be welcome. The Wonderland Haberdashery and Tea Shop.

But on his way there, he heard footsteps behind him. He turned and a leg almost kicked him! He jumped out of the way and saw a dark skinned girl in a gold dress with a silver tiara in her dark chestnut brown hair.

Ben was about to activate the Omnitrix. But stopped when he noticed that this girl wasn't really attacking him.

She was dancing. With her eyes closed.

"Hey!" Ben said out loud.

The girl kept dancing.

"Can you hear me?" Ben said a little louder.

But the girl kept dancing.

"Okay, that's it" Ben ran over and grabbed the girl by the arm. "Hey! Cut it out!"

The girl's eyes opened and she gasped in alarm. She looked at Ben in shock and was even more shocked to find herself in the village. "Wh-What happened?!"

"You were sleep dancing. Again." said a familiar voice.

Ben turned and it was Ramona Badwolf. He immediately confronted her. "What are you doing here? Shouldn't you be trying to blow a brick house down?"

Ramona sneered. "Cute. I'm just trying to make sure my roomie doesn't hurt herself."

"Roomie?" Ben turned back to the sleep dancer, who sheepishly smiled.

"Yeah, I'm Justine Dancer, daughter of the 12th dancing princess."

Ben was confused. "12th dancing princess?" He's never heard about dancing princesses. But he had to admit, this girl was quite graceful. If she was that good in her sleep, how good was she when she's awake?

"Yeah, her story isn't that popular." Ramona admitted. "But dancing is just in her, y'know?"

Justine rubbed the back of her head. "I've been helping Ashlynn with her dance recital all day, I guess I couldn't help but sleep dance."

"But enough about us, what about you?" Ramona asked Ben. "What are you doing out here so late?"

"I was trying to find a place to sleep." Ben said honestly. "Now, if you ladies will excuse me. I'm really tired and need some rest. Good day." And the teen walked off.

* * *

The young man arrived at the Wonderland Haberdashery and Tea Shop. He knocked on the door and faster than you can say tea and crumpets, the door swung open and there was the Mad Hatter himself.

"Ben Tennyson! Tapping two-ways trickle down, unto fickle upside frown!" the hatter greeted.

Ben paused for a short while. "What?"

The hatter was speaking Riddlish, the maddening and confusing language of Wonderland.

"Oh! My apologies, dear boy! I said; I'm so happy to have you knocking at my door!"

Ben chuckled. The hatter was as friendly as always. "Good to see you, Mr. Hatter. Is it alright if I crash here for the night?"

"Of course not! It's the least I can do for a wonderlandiful friend of Maddie's." The hatter welcomed Ben inside. "Which reminds me, have you seen my little Maddie? I haven't seen her all day!"

"Huh. No, I haven't seen her either." Ben was sure he'd run into Maddie, especially in her dad's tea shop.

"Well, wherever she is, I'm sure she'll be back in time for tea!" The hatter laughed merrily.

The Mad Hatter took Ben to the guest room. It was just as confusing and cozy as Ben remembered. Once the Hatter slammed the door behind him, Ben flopped upon the soft bed.

Ben looked up at the ceiling. It was a dizzying checkered pattern. He thought back to his apparently evil deed. What's the deal with those shoes? And why does Faybelle want them?

And...was this really going to help him?

A hard feeling in Ben's heart was starting to form. Could this be guilt?

Ben knocked that feeling out of him. This was for the best. He had to change in order to be a better Ben. So he closed his eyes and went to sleep.


	11. Meet Ashlynn Ella

Ben was awoken the following morning by several noises that seemed to come in all directions. All the clocks in the Mad Hatter's shop went berserk, dinging, donging, chiming, and deafening. Ben covered his ears, he could feel his teeth vibrating.

Groaning, Ben got out of bed and rubbed his tired eyes. At that moment, he received a text message.

He checked his phone. It was from Faybelle.

'Go to the Glass Slipper and distract Ashlyn Ella. I'll let you know when to leave.'

"Who the heck is Ashlynn?" Ben said out loud.

But he didn't care. Ben got out of bed and was ready to leave the tea shop until the hatter dropped in front of him.

"Maddie! Oh, where is my Maddie?!" The Hatter was literally running up the walls and down them too. "My Maddie, Maddie, Maddie is missing, missing missing!"

"Mr. Hatter, calm down!" Ben assured the worried hatter. "I'll go look for her, okay?"

The hatter dropped in front of Ben. "YOU BETTER!" he angrily told the boy.

Ben stepped back with alarm. But nodded.

The teen left the tea shop quite stunned. "Whoa, I didn't think the Mad Hatter could get...mad like that!" Ben kicked a rock as he kept walking. "Well, I guess your daughter missing is a good reason to be upset. And...I miss Maddie too. Where could she be? I haven't seen her since I got here!"

Ben walked around. A bit lost in thought.

 **BAM!**

Ben yelped when he bumped into someone. Several boxes fell on top of him. He rubbed his head and saw shoes all around him.

"Oh my goodness! I am so sorry!"

Ben looked up and felt his heart freeze.

"Gwen?!"

At first, Ben thought it was his cousin Gwen. But upon closer inspection, the girl he bumped into just _resembled_ Gwen. She had long amber brown hair pulled into a pumpkin shape and tied with a braid. She wore an aquamarine dress with pink flowers on it. But she had the same green eyes as Gwen.

Nonetheless, she was incredibly beautiful.

"Excuse me?" the girl said sweetly. She held her hand out.

Ben blinked twice. "Uh, I'm sorry. I thought you were...someone else." He took the girl's hand and she pulled him up. "Sorry about your, uh, shoes."

The girl waved her hand. "It's okay. No harm done. But I better get all these beauties back in their boxes before the store opens."

Ben looked at the mess. "No problem. I can handle this." He reached for his Omnitrix and pressed it down. In a flash of green light, he went from Ben to-

"Snare-oh?!" He growled in annoyance. "Oh, man!"

The girl's eyes grew in amazement. "Whoa..."

The mummy alien just shrugged. "I was going for Fasttrack, but I guess this'll work."

With his stretchable limbs, Snare-oh used his powers to quickly grab all the shoes and place them in their correct boxes. Then he carried all the boxes in his arms with ease.

"So, where do you want these?"

"Uh...over here." the girl said, still amazed. "Follow me."

Snare-oh followed the girl into what looked like a shoe store. He gently set the boxes down on the floor. "You work at a shoe store?" he asked.

"Yeah, working at the Glass Slipper is the perfect place for me." the girl said as she began putting the shoes on display. "Nothing wrong with a little hard work." She looked back at Snare-oh. "I take it your Ben Tennyson?"

"Gee, what gave that away?" Snare-oh said. "And you are?"

"Ashlynn, Ashlynn Ella." the girl introduced.

"So, what's your fairy tale, Ashlynn?" asked Snare-oh.

Ashlynn smiled and looked down to her shoes. She gently tapped them on the floor, they were made of glass.

"Oh, duh!" Snare-oh slapped his forehead. "You're Cinderella's daughter!"

"It's that obvious, huh?" Ashlynn joked. They both shared a laugh.

"Well, it's a pleasure to meet you, your highness." Snare-oh said with a bow.

Ashlynn shook her head. "Oh, please. No need to be formal. I'm a down to Earth kind of princess." She observed Snare-oh closely just as a spectacled girl in a golden yellow dress walked into the store.

"Good morning, Ashlynn." the girl greeted. Her eyes doubled in size when she saw Snare-oh. Her mouth opened like she was about to scream.

"Oh! Sorry!" Snare-oh hit the Omnitrix symbol on his belt and turned into Ben. "Don't be afraid! It's me, Ben Tennyson."

"Amazing!" the girl gasped, hardly afraid. "That was an alien?! What kind of alien was it?! Are there more of them out there?!" she asked in feverish excitement.

"Easy, Rosabella!" Ashlynn said. "One question at a time!"

"Sorry!" Rosabella said. "I just got hextremely excited when I thought I saw a new species living among us at Ever After! We've got ogres, trolls, goblins, fairies, all kinds of beasts, but not alien mummies!" She tapped her chin. "Perhaps I should start a petition for them to be welcome in our village!"

"Trust me, no you shouldn't." Ben said seriously. "The alien mummies I've met have been nothing but trouble. Especially the planet where they came from. Aliens are nothing but trouble."

Rosabella gave Ben a cold look. "Oh, really? Is every alien you ever met in your life bad? Have you even bothered to get to know at least one?"

Ben was silent.

"I'll have you know, not every creature is, as you say, nothing but trouble." Rosabella said. "In fact, my father was a big, nasty beast. But my mother saw past that and against all odds, they fell in love and had a happily ever after together. So don't go around judging people so quickly. Because when you judge others, you're only judging yourself."

Before the tension continued, another girl came in. It was Briar Beauty. "Hey, Ben Tennyson!" she waved. "I see you've met my cousin, Rosabella Beauty."

"Cousin?!" Ben said. Now that she mentioned it, they do look alike. All except that Briar dressed in pink with roses and while Rosabella wore yellow with fake brown fur.

"That was some speech, cuz." said Briar. "Too bad you don't want to be the next Beauty in your story."

"Briar, how many times to I have to tell you? I'm a Rebel because my destiny isn't nearly as important as helping people." Rosabella insisted.

Those words struck Ben like an arrow through his chest.

"In my mom's story, she saved only one beast and people say that's all I should do. But there are so many beasts out there being mistreated by the fairy tale community." Rosabella lifted her chin up. "And I hope to change all that."

Ben couldn't believe his ears. Someone who would give up a happy ending like Beauty and the Beast just to help people? Just like that?

Ashlynn gave Rosabella a box. "Which reminds me, here are the new faux fur shoes you ordered."

"Thanks, Ashlynn." Rosabella took her new shoes and she Briar were about to leave until the beast-loving beauty turned and smiled to Ben. "Nice meeting you, Ben."

Ashlynn looked and saw the stunned look on Ben's face. "Are you okay, Ben?"

"Huh? Oh, yeah. I'm, I'm fine." he said. "This day is kind of...rough on me today."

"I'm sure things will look up." said Ashlynn. "Let's see, what else was I suppose to do?" She tapped her chin until it finally hit her. "Oh, yeah..." She went to a table and picked up a book. "I have to return this to the library."

Ben sensed a hint of fear in her voice. What could be the problem?

"Uh, Ben. If it's not too much, will you...escort me to the library?" Ashlynn asked.

"Uh, sure. I guess" asked Ben.

"Thanks."

* * *

As they walked to the school, Ben decided to chat with the young princess.

"So...what's it like being the next Cinderella?"

Ashlynn shrugged. "It's okay, I guess. Everybody says I have it made, but it's not as easy as they make it sound."

They arrived at the large wooden doors of the library. Ashlynn held her book to her chest and took a deep breath.

"What's wrong?" Ben asked.

"It's just...I'm a little nervous about the librarians, that's all. Normally, my boyfriend Hunter would help me in this situation, but..."

"Situation? Don't you think you're overreacting?" Ben said. "I'm not a fan of libraries myself, but at least you shouldn't be afraid of some little old librarians."

"Hi, Ashlynn." a snotty sounding voice said.

Ashlynn felt a sense of dread run up her spine. Ben looked over his shoulder and was taken aback by the sight he saw.

Two frightfully dressed, over-accessorized girls were standing in the hallway with Ashlynn and Ben. One was tall and lanky with a pointed chin while the other was short and portly like a little piglet. Their icy looks made Ben's blood run cold.

"What are those things?!" Ben said.

"My stepsisters." Ashlynn meekly answered.

The evil stepsisters snorted as they came closer.

"Well, well, who's this Ashlynn?" asked the tall girl, leaning in close to Ben. "Another secret boyfriend?"

Ben backed away from her. "Secret boyfriend?"

"Yeah, Ashlynn and Hunter Huntsman aren't suppose to be dating!" the little stepsister said in her whiny voice. "But who cares?"

"Yeah, I say Ashlynn and Hunter forever after!" said the lanky stepsister, making a heart shape with her hands.

"Really?" Ashlynn blinked. "You guys are okay with me and Hunter dating?"

"Sure, it means that the real prince in your story will be ours!" squealed the little sister as she danced around. "This is the best thing that's ever happened!"

"What makes you think the prince will even like you?" Ben asked as he folded his arms across his chest. "I'll bet you don't even know what he's like."

The sisters laughed and snorted. "Who cares what he's like? Everyone knows a prince is wealthy beyond reason!"

"If we get to know him, it might change out minds!"

"All men are fools and that's all they ever will be!"

The deluded sisters danced with each other as they imagined waltzing at the ball with the prince while Ben and Ashlynn just stared.

"Oh, I'm sure the prince will pick the best sister." Ben said, his sarcasm laid down thick. "But I wouldn't hold my breath."

The sisters smirked at Ben. "I'll bet no girl would even come near you, changeling!"

"I'll bet you've never even talked to a girl, have you?"

Ben's jaw clenched and he glowered at the girls. "Actually I have. In fact, I've got a girlfriend back home!"

But the sisters just laughed some more.

"Oh, really? Does she like to roll around in the dirt like Ashlynn?"

"Perhaps she's a lowly servant just like Ashlynn! Sounds like your type, Cinder face!"

Ben turned to Ashlynn, hoping she'd stand up for herself, but she looked like she was ready to cry.

Then the unmistakable sound of a door opening came from behind Ben. He turned around and saw two homely looking women. One in a red dress and the other in a purple dress. They both wore tacky jewelry, pointed glasses and big hairdos.

"Who are they?" Ben asked.

"The librarians." Ashlynn whispered. "And my step-aunts."

Ben looked confused. "Step-aunts?" He paused. "Oh..."

"SSHHHHHH!" the Evil Step-Librarians shushed at Ben.

"So, come to return your book, Ashlynn?" the librarian in red asked the meek girl.

"Yes, Auntie Step." She held the book out to her.

But the librarian didn't accept it. "I'm afraid I cannot take this, Ashlynn. We just closed the library."

"What?! But you can't just close the library."

"We can. And we did." the Evil Step-Librarians said. "This library is now closed. You're too late."

Ashlynn gasped, her eyes widening with panic. Immediately, her lovely dress fizzled into filthy old rags.

Ben jumped back in shock. "What the-?!"

The evil stepsisters and the librarians laughed at Ashlynn's ruined outfit.

Aghast and embarrassed, Ashlynn ran away.

"This is gonna look great for our blog!" the skinny stepsister said, taking out her Mirrorphone.

Outraged, Ben knocked the phone out of her hands and chased after Ashlynn.


	12. The Beauty of Good, the Ugly of Evil

Ben had to admit, Ashlynn ran fast for a girl in glass slippers. He followed her down a series of hallways until she ducked into a dark room and shut the door.

"Ashlynn!" Ben knocked on the door. He figured it wasn't locked so he opened it and Ashlynn standing in the middle of a blue room. The walls were blue, the canopied bed was blue, the furniture was blue.

Everything was a different variation of the color blue.

"Ashlynn?" Ben said gently as he walked in.

Ashlynn turned around. "Oh, Ben..." She lowered her head. "Sorry you had to see that."

"What...happened to you?"

The princess sighed. "It's my curse."

"Curse?"

"Yes, whenever I'm late, my dress bursts into rags. It comes with my story." Ashlynn looked around. "I was hoping Farrah would be here to fix this mess."

"Wait, this is Farrah's room?" Ben said. He expected a fairy godmother to have a more...magical looking room. But everything looked simple, tidy, and quaint. There was nothing loud or obnoxious.

"Hello?"

Ben and Ashlynn saw Farrah Goodfairy enter the room. Her eyes went wide when she saw Ashlynn.

"Ashlynn!" Farrah hurried to her friend's side.

"Yeah, it happened again." Ashlynn admitted. "This time, my stepsisters set me up."

Farrah shook her head and smiled. "Don't let a couple of bad apples ruin your day, Ashlynn." She held her best friend's hands. "Everyone knows rags or no rags, you couldn't be lovelier."

Ashlynn smiled back at her future fairy godmother. "Thank you, Farrah."

"Now, let's get you into something more comfortable." Farrah reached into her purse and pulled out her magic wand.

Ashlynn's face lit up as Farrah waved her wand in the air. A little musical sound emerged, and a trail of fairy dust swooped around Ashlynn. Ben watched in amazement as Ashlynn's raggedy clothes turned into a lovely blue and pink dress fit for an outdoor loving princess.

"Oh, Farrah! It's beautiful!" Ashlynn squealed with delight.

"Thanks, it's a new design I've been working on." Farrah said. "I knew you'd love it."

Ashlynn couldn't help but hug the kind fairy. "Thank you so much, Farrah."

Ben stared with complete wonder. It was like the famous scene of Cinderella playing out right in front of him.

"It's my pleasure, Ashlynn." said Farrah.

"Well, I better get going. Today's a busy day!" Ashlynn said as she walked to the door. "You coming, Ben?"

Ben blinked. "Uh, you can go ahead, Ashlynn. I need to talk to Farrah for a minute."

"Okay, but don't be too long. Maybe we can hang out later!" And the daughter of Cinderella walked off, closing the door behind her.

"So, what's up, Ben?" Farrah held her wand up. "Is there something I can do for you?"

"Well, I-"

A knock came to the door and in walked a girl Ben has never seen before. The first thing he noticed was that she was made of wood. She wore a purple and yellow dress and had dark brown hair. In her hands was a birdhouse splattered with many different paints.

"Farrah!" the wooden girl squeaked. "I was working on this birdhouse for a class project and I spilled all sorts of paint all over it! Can you fix it?"

Farrah smiled. "I can wing it." She flicked her wand and as quick as a flash, the birdhouse was good as new. "There you go." Farrah blinked. "Oh! I just remembered!"

The blue haired fairy brought the wooden girl into her room and presented her to Ben. "Ben Tennyson, I'd like you to meet my friend, Cedar Wood, daughter of Pinocchio."

"Wow! You're Ben Tennyson?!" Cedar said in excitement. "It's an honor!"

"Actually, it's an honor to meet you!" Ben said, just as excited. "I've never seen a living puppet before! Especially from Pinocchio! Is it true that when you tell a lie, your nose grows?! Can you show me?!"

But Cedar appeared hesitant. "Well, it's true. But the thing is, I can't lie."

"Can't or won't?" asked Ben.

"Can't. You see, my father put a truth spell on me when I was just a little sapling. So not only can I not tell a lie, I'm also forced to tell the truth. So if you have any secrets you want to keep secret, don't tell me or I could blab them out!"

Ben was dumbfounded. "Wow. That's tough."

"It's not a total loss." Cedar said. "Once my story begins, the curse will wear off. And then, I'm going to be a real girl!"

"Really? But don't you like being a puppet girl? Being a human ain't no picnic." Ben said. In his universe, being a human was considered being the lowest rung on the species ladder.

But Cedar frowned upon Ben's comment. She looked directly and confidently at Ben. "Being a real girl is what I've always dreamed of. Within this wooden body, I'm trapped in a choiceless life. You should be grateful to be a real boy and be able to feel things I can't."

Ben wasn't expecting that response.

"Anyway, I better get going." Cedar said.

Once Cedar left, Farrah turned to Ben. "Perhaps you and I can have that little talk now?" She offered his bed to him.

Ben was about to have a seat until his phone went off. "Uh, can you give me a second?"

Farrah nodded.

Ben checked his phone. It was another message from Faybelle.

'It's done. Meet me at the Charmitorium.'

Ben's heart skipped a beat. He forgot all about Faybelle. "Farrah, something just came up. I'll have to talk to you later, okay?"

Farrah nodded. "Okay, Ben."

And the teen hero rushed off to the Charmitorium.

* * *

It took Ben a while, he had to ask a few people where the Charmitorium even was. But, he eventually found it.

"Hello!" Ben called out, his echoed bounced though the empty room. "Faybelle?"

"Quiet!" Faybelle's voice hissed. "This is a covert operation!"

Ben looked and saw Faybelle hiding in a dark corner. She beckoned Ben to join her.

"So, what did you do?" Ben asked as he walked over to the young villain.

"It's done!" Faybelle said, jumping with glee. "This is gonna be the most wicked scheme ever after!"

Ben frowned. "But what is it?" he asked with a hint of annoyance.

Faybelle's wings fluttered in excitement. "Ashlynn Ella ain't gonna know what hit her!"

"What. Is. It?" Ben growled.

"Whoa, Ben. Don't rupture anything." said Faybelle. "Look, Ashlynn Ella is going to perform for her mom, Cinderella and the entire school. So I've taken the liberty of switching her favorite dance shoes with the red ones!" She laughed cruelly.

"I don't get it. What's the deal with those shoes?" Ben said.

"Seriously? You don't know the horrible tale of the Red Shoes?" Faybelle's phone rang. "Oops! Gotta go. I've got Home Evilnomics." She lifted herself off the ground. "See you tonight, Benny boo!" The fairy blew him a kiss and she flew out the room.

But Ben wasn't satisfied. He knew Ashlynn was going to be in danger.

But something else was bugging him too, what's the story behind the red shoes?

With no time to spare, Ben rushed out of the Charmitorium and ran all the way to the library. The Evil Step-Librarians leered at him behind their desks, but Ben couldn't care less about their diabolical glares.

Ben rummaged through the library shelves. He searched shelf after shelf and flipped through many books, but he found nothing on what he was looking for.

"Oh, man! It's gotta be here somewh-"

"SSHHHH!" the librarians shushed.

Ben was teetering to the point of going Four Arms on those two hags. He punched the shelf in frustration, causing a book to fall and bop him on top the head. He looked down and there was the book he was looking for!

 _The Red Shoes_

"Bingo!" Ben said in a soft whisper. He opened the book and read it right away.

And it was more like a horror story than a fairy tale.

The story was about a girl who was given a pair of red dancing shoes. She wore them so many times, they began to move on their own! And the problem was, she couldn't get them off. The shoes continued to dance, taking the girl with her morning, noon, and night, through field and meadows, and through sharp stones and thorn bushes that would tear at the poor girl's limbs.

But the worst part was when the girl came across an executioner and asks her to chop off her feet.

The deed was done, but the shoes continued to dance, even with the girl's amputated feet inside! And the evil dancing shoes would torment and block the girl's path wherever she went on her wooden feet and crutches.

Having read enough, Ben slammed the book shut. What he read in that book was so shocking, so mind blowing,

So...evil.

He had to put a stop to it.


	13. Dancing with Disaster

Ben had to get those red shoes back. He hurried around the school, trying to find Ashlynn and warn her. But this school was like a maze. How was he suppose to find her?!

As he ran down the hall, he spotted a familiar face. Dexter Charming.

"Hey! Dexter!" Ben called out.

Dexter nearly jumped out of his glasses. "Oh! Hey, Ben! What's up?"

"Dexter! Where's Farrah?!"

Dexter raised his brow. "Farrah? Uh, I think she's in Cooking Class-ic right now. Why?"

"No time to explain. Where's the classroom at?"

Dexter pointed at the hallway. "It's the second room on the left."

"Thanks."

* * *

Inside the Throne Economics room, the students were making delicious dishes for Cooking Class-ic. The air was thick with the smell of sweets baking in the ovens.

Everyone was enjoying this tasty class except Farrah.

It's not that Farrah disliked cooking, she just has trouble with one dish; pumpkin pie.

Farrah took a deep breath as she prepared to take her pumpkin pie out of the oven. Once the timer pinged, she put on her oven mitts, opened the door, reached for the pie and pulled it carefully from the stove...

"FARRAH!"

The fairy godmother yelped, causing some of her fairy dust to land on her pie.

"Uh, oh." Farrah dropped the pie on the floor as it glowed brightly.

"Stand back, everyone!" Farrah shouted as she backed away.

Everyone moved away as Farrah's pumpkin pie glowed brighter and grew bigger until it became a golden royal carriage.

"Whoa!" Ben jumped back.

"I'm sorry, everyone." Farrah said. "I did it again."

"Again?" Ben echoed.

"Yeah, I always turn pumpkin pies into carriages." Farrah admitted.

Ben blinked. "Uh...right. Anyway, Farrah, I need your help." He took Farrah by the arm and brought her outside of the classroom.

"What's up?" asked Farrah. "Is it about that talk?"

"Not the talk, Do you know where Ashlynn's costume is for her recital? There's a problem with it." Ben told her.

Farrah gasped. "What?! Why didn't you say so sooner?!" She took out her wand. "Let's go!"

Ben followed Farrah down a few halls, a corridor or two, and finally arrived back at the Charmitorium. The two went to the girl's dressing room.

"Ashlynn's costume should be in here." Farrah opened one of the closets and there was the costume. A glorious pink and blue gown with a tiara made from golden flower vines.

"I don't understand." Farrah said. "Ashlynn's costume is just fine. What could be the problem?"

"The shoes." Ben pointed to the white box in the locker. He grabbed the box, opened it, and took out a pair of glass dance slippers.

Ben threw the shoes on the floor, shattering them to pieces.

When the glass shoes broke, a cloud of fairy dust came up and the red shoes appeared among the shards.

Farrah was so startled, she jumped and her wings lifted her in the air. "What in the kingdom?!"

"Those are the cursed red shoes." Ben said as he picked them up. "Faybelle did this."

"Thank godmother you came to me just in time!" Farrah put a hand to her chest. "She must have done this for a villain assignment."

"She did," said Ben. "But not anymore. I'm putting these shoes back where they belong."

* * *

Ben left the school and went out to the bookball field to put the red shoes back in the cottage he stole them from.

But for some strange reason, the cottage wasn't there.

"Huh?" Ben looked around. "Where's the house?"

"Looking for Baba Yaga's hut?"

Ben spun around and there was Duchess Swan. He hid the shoes behind his back.

Duchess sniffed. "Don't bother, I've already seen you holding the shoes. So, you're the sticky fingered shoe thief everyone's yapping about."

"You can't prove that. I'm just here to return them." Ben replied. "Where's the hut at?"

"Madame Yaga's hut never stays in one place too long." the Swan Princess explained. "Lucky for you, I know where it is. It's nesting in the Dark Forest right now. Follow me." She leaped off the field in a grand jete'.

Confused at first, but Ben followed the ballerina.

Ben followed Duchess to the Dark Forest. As they walked, Ben noticed Duchess dancing on her toes and swaying her arms around like she was performing.

"Why are you dancing?" Ben asked. "This ain't exactly a stage."

"Dancing is my talent." Duchess responded. "Everyone knows I'm the best dancer in school."

Ben rolled his eyes.

After several minutes of wandering through thick fog while dodging low hanging spider webs and tree branches, the hero was getting impatient.

"Are we there yet?" Ben complained.

"Almost..." Once Duchess made it into a clearing, she transformed into a swan and flew up high.

"What the-?!" Ben had little time to react as suddenly, a barrage of thorny vines came around Ben and trapped him!

"What's going on?!" Ben was bound within the vines. He tried to struggle free, but the plants were too strong.

Duchess landed on the ground and changed to her human form. A nasty little smile came upon her face as she strode towards Ben. "Oh, my. If I didn't know any better, I'd say you stumbled onto a patch of wicked thistles." She honked out a laugh. "Those are nasty little buggers."

Ben stared in shocked silence.

Duchess picked up the red shoes that Ben dropped. "I wonder how Madame Yaga will react when she finds the shoe thief who stole from her? Maybe she'll turn you into a toad."

The cruel princess smiled bigger. "Or maybe...I can just show these to Faybelle. Something tells me she won't be too happy when she finds out that you ruined her General Villainy assignment. She is so gonna put a curse on you!"

Ben tried to get free. "You won't get away with this!" He tried to reach the Omnitrix.

"Ah, ah, ah." Duchess reached into her purse and pulled out a test tube of purple liquid. She uncorked it and poured the contents onto the Omnitrix.

"NO!" Ben watched in horror as the Omnitrix's color began to fade away. The color of the device drained until it became monochrome.

"WHAT DID YOU DO TO THE OMNITRIX?!" Ben roared, a few crows scattered from the sound of his voice.

"Oh, don't get your feathers in a bunch." Duchess sniped. "I just dumped a little power down potion on it."

"Why are you even doing this?! What'd I ever do to you?!" Ben demanded.

Duchess scowled at the trapped boy. "Because I've been watching you and Faybelle getting all chummy together. It's bad enough you had to take my best friend away from me, now you're ruining her General Villainy assignment! Not to mention you're taking the side of that Ashlynn Ella!"

"What do you have against Ashlynn? There's nothing wrong with her!"

"Yes, there is!" Duchess snapped. "I'm the only princess in the entire school that doesn't have a happily ever after! I don't get swept away by a handsome prince or become queen of a kingdom. And Ashlynn has one of the best happy endings and yet she's dating that Hunter Huntsman! I mean, come on! Hunter Huntsman?! He's not even that good looking! Those two aren't even in the same fairy tale and yet everything is working out fine for them! It's just not fair!"

She pointed a finger at Ben. "And then there's you. Ever since you came into the picture, Faybelle's been completely ignoring me and won't even acknowledge me! She's just been yapping about how wicked cool you are! Well, not anymore! When she finds out about this, you are gonna go down hard!"

 **POOF!** Duchess became a swan and flew away with the shoes in her beak.

It was over. Ben Tennyson, wielder of the Omnitrix, savior of the universe, was trapped.

His Omnitrix was deactivated, and Faybelle will be coming any minute to punish him.


	14. Attack in the Night

Back at Bellwood, Ben's house was finally complete. Rook, Raven, Hunter, Darling, and Apple were preparing for Ben's welcome home party.

Apple just finished setting the table. "There! All ready!"

"I hope Ben's okay." Darling said as she prepared the refreshments.

Hunter looked around while digging out a fire pit. "Where's Maddie?"

Raven thumbed over her shoulder. "She's talking to someone."

"Hello! Young narrator! Yoo-hoooooo!"

Maddie! You know you're not suppose to talk to me!

"But I need to know how Ben is! What's going on?!"

No, Maddie. I'm not spoiling it for you or anyone else!

"Oh, come on! Please! Pleasepleasepleasepleasepleasepleasepleaseplease-"

ALRIGHT! Alright, Ben is doing fine. But something big is about to happen. So stay sharp!

"Gotcha!"

"AAAAAAAH!"

Hearing Apple's voice suddenly screaming, Maddie spun around and saw Rook, Hunter and Darling chasing after Apple!

"What the hat?! What's going on, Narrator?!"

"Raven! HELP!" Apple cried out to her friend.

Maddie turned to Raven. But Raven's back was turned. "Yeah, Raven! Help! Don't just do something! Stand there! Oops! I mean-"

Raven's body started to shake. "Maddie..." She slowly turned around. "Run!" She stuck her hand out and shot out a blast of magic!

"WHOA!" Maddie jumped out of the way. She and Apple had to run away.

"Apple! Did you see that?!" Maddie asked as they ran.

"It's was hard to miss! Raven would never to do that to anyone!" Apple replied.

"No! I mean that pink eyeball on her forehead."

"Huh?!" Apple looked back and sure enough, Raven, Rook, Hunter, and Darling had a pink eye on their foreheads. Apple saw that they had little bat wings on them. "What is going on?!"

"Yeah, Narrator! What's going on?!" Maddie demanded to know

Silence.

"Silence?! Some help you are!"

Apple pointed to the sky. "Maddie, up there!"

The girls stopped running and looked up. They saw a tall figure floating above them. He wore red and black armor with a long red robe that covered his legs. His head was quite large and he had luminous, pupiless, purple eyes.

But his most frightful attribute was his sharp yellowed fangs.

"Who are you?!" Apple said.

"I am Lord Transyl." the mysterious monster hissed. His deep, accented chilled Apple's soul. "And you, my dear, I sense an energy unlike any other in your veins." Transyl is able to see the energy within people. And Apple's energy was overflowing like a fountain!

"You shall feed me well!" Transyl lunged forward to snatch Apple. But Maddie shoved Apple aside and aimed her hat at him.

"Tea time!" Maddie said. A powerful jet stream of hot tea shot out of Maddie's hat and blasted Transyl. He was sent flying and hit his body hard into a car.

"We've got to get out of here!" Maddie said. She reached into her hat and took out a paint brush.

It was a Wonderland paint brush.

Maddie drew a door in the middle of the road. It magically turned into a real door!

"Come on!" Maddie swung the door open and jumped in. Apple jumped in as well and slammed the door shut.

The door returned to being a drawing.


	15. Gathering the Gang of Good

All Ben could do was hang in discomfort as his end came near. In his mind he could only imagine what Faybelle will do to him. Perhaps he'll be sleeping for a hundred years just like Briar.

Ben aimed his head towards the ground. He closed his eyes in shame. "Guess this is the end of the line for me." he said, his voice filled with despair and anguish.

"Ben! Ben!" the sound of a sweet voice came from the darkness.

Ben lifted his head and saw two figures emerge from the thick fog. It was Ramona Badwolf and Farrah Goodfairy.

Ramona swaggered up to the helpless hero. "Having a bad day?" she said with a hand on her hip.

Ben sneered at the Badwolf. "Get lost, Ramona."

"Relax." Ramona lifted her hand, exposing her long, sharp nails. With a couple of swipes, she cut the thistles to shreds.

Ben was free. But he didn't seem to care. He still wore that saddened look on his face.

"You're welcome." Ramona gruffed.

The boy said nothing. He turned around and trudged away. It didn't matter to him whether he was free or not.

"Ben, wait!" Farrah called. She zipped up in front of him.

Ben shook his head. "No, Farrah. I'm done."

"Ben," Farrah put a hand on the boy's shoulder. "Do you want to have that talk now?" She offered a mossy log for him to sit on.

"Sure." Ben sighed and took a seat. "Why not?"

Farrah sat beside him. "Now, what's wrong?"

Ben told her everything. From the Chadzmuth accident to the the Red Shoes plan to the Duchess double cross. He told the Goodfairy everything with every detail.

"Do you ever feel like your life is just a disaster?" Ben said. "And even when your try to make it better, it just doesn't work out?"

Farrah was silent for a moment. "Actually, yes."

Ben turned to her. "You do?" He sounded surprised.

"Well, I understand the feeling." Farrah said. "I know that Faybelle and other people say mean things about me because my magic isn't as powerful as hers. And it's true, sometimes I wish my enchantments can last longer. Not only that, I wish I can be more than just a background character."

"Background character?" Ben said, even more surprised.

The fairy nodded. "Sometimes I wish I could be in the spotlight for once. You know, just to feel...important."

Ben stood up. "What are you talking about?" he blurted out, shocked to hear that Farrah described herself so lowly. "You are important!"

Farrah considered that for a moment. But Ben went on.

"Farrah! Do you even know how the story of Cinderella goes?! When Cinderella's dress gets ruined by the evil stepsisters, she loses hope and all seems lost! Then who comes to her rescue? Not a knight in shining armor or a handsome prince, it's a fairy godmother! The Fairy Godmother! Farrah, you're what makes the story of Cinderella even possible! You should be proud of what you do! And even though your enchantments last until midnight, the feeling you give people can last forever! You should be proud of what you do."

"I am." Farrah said, smiling. She looked at Ben meaningfully.

Ben paused. That's when he realized something that made him feel a little warm inside.

Farrah put a hand on his shoulder. "Ben, whether it's an alien world or a fairy tale world, there will always be evil and injustice. That's why we have heroes, especially heroes like you, to defend the rights of everyone."

A lump rose in Ben's throat. Hope was beginning to lift his spirit.

Suddenly, a mouse crawled upon Farrah's shoulder. It squeaked at Ben.

"AAAH!" Ben backed away in alarm. "Dude! There's a mouse on your shoulder!"

Farrah laughed, hardly afraid. "Relax, Ben. It's just Clydesdale."

"Clydesdale?"

"Yeah, my pet mouse." Farrah scooped up the little mouse and brought him towards Ben. "You want to hold him?"

"Uh...okay..." Ben timidly brought his hand to Farrah. The fairy placed Clydesdale into Ben's palm. He watched the mouse smile and snuggled against his fingers.

Ben chuckled. That was actually quite cute.

"He likes you." Farrah said.

"I can see that." Ben said, petting Clydesdale's head with his index finger.

Clydesdale hopped onto Ben's finger and scurried all the way up to Ben's shoulder. He flinched, then felt the mouse nuzzle against his neck.

Ben let out a giggle. "That tickles!"

Farrah and Ramona laughed along as the playful mouse continued to tickle Ben's neck and use his tail to tickle his ears, making the hero break out in laughs.

"Okay, Clydesdale. That's enough." Farrah picked up her mouse from Ben and placed him back on her shoulder. "So remember, Ben. There are people who say and do cruel things and sometimes their minds can't be changed, but there are plenty more people whose minds are more open and never judge others just because of their differences. Those are the people whose words truly matter."

Then suddenly, a door appeared on the ground. It opened and Madeline Hatter popped her head out "Couldn't have said it better myself!"

"Whoa!" Ben jumped back. "Maddie?! What the heck, man?! Where did you come from?!"

"Ben!" Maddie leaped out of the door and hugged the confused teen. "Thank Wonderland you're okay!"

Apple came out of the door. "Ben!" She hugged the hero too. "I'm so glad to see you! That monster got everyone else!"

"Whoa, wait a minute. What monster?!" Ben asked.

"We went to your world so we can fix your home to cheer you up!" Maddie said. "Then some jagged-jawed, big-headed meanie came waltzing in and took control of Rook, Raven, Hunter, and Darling!"

"We barely got away!" Apple said. "You have to help us get our friends back!"

Ben sighed. "I don't think I can help. That Duchess girl put some weird potion on my Omnitrix and now it's busted in black and white!"

"Let's see if I can fix it." Farrah took out her wand and waved it at the Omnitrix. The fairy dust swirled around the device. It started to flicker with color, but it faded away quick.

"Oh, dear." Farrah said. "This is a strong spell! My magic isn't enough to fix it!"

"Oh, no!" Apple gasped. "Wait a sec, maybe Raven can fix the Omnitrix!"

"Yeah! Raven's magic is more powerful than mine!" said Farrah.

"But she's been taken by someone named Transyl." Apple said.

"Wait, Transyl?!" Ben shouted. "As in, Lord Transyl?!" He slapped his forehead. "Oh, man! Don't tell me he's back!"

"You know him?" asked Apple. "What kind of creature is he?!"

"Transyl is a Vladat. They're like vampires. With the fangs, mind control powers, and the creepy accent. Except vampires feed on blood while Vladats feed on life energy!"

"Life energy?!" the girls exclaimed.

"That's right! Vladats have the power to literally suck the life out of people! But if we're going to beat Transyl and get our friends back, we're gonna need an army. Cause there's a good chance Transyl has his own to back him up."

"And we'll be that army!" Apple said.

"Count us in!" said Maddie.

"A Fairy Godmother helps as many people as possible. Especially her friends." Farrah said.

"And we'll help out too!"

Ben whirled around and saw Ashlynn Ella, Justine Dancer, and one of Justine's best friends, Melody Piper, daughter of the Pied Piper.

"What are you guys doing here?!" asked Ben. "I thought you had you're big dance recital tonight, Ashlynn!"

Ashlynn shook her head. "A level five dragon attack tore up the Charmitorium. So my dance recital was cancelled for repairs."

Melody shrugged. "It's a bummer that the soundtrack I made won't be playing tonight. But hey, that's life."

"And since the show is cancelled, we'd be more than happy to help you, Ben Tennyson." Justine said. "What do you say, roomie?"

Everyone turned to Ramona, waiting for a response.

The Badwolf shrugged. "Hey, if it's a free for all, I might as well join in."

With his new team formed, Ben was ready. "Okay, girls. Let's do this!"


	16. Fairytale Fight for Freedom

On the monster planet, Anur Transyl, the planet's population of Transylians, Loboans, Ectonurites, and Thep Khufans were under mind control, control of the bloodthirsty tyrant, Lord Transyl.

Because of Raven's magical blast, Transyl was free from his containment unit and upon his release, he single-handedly took over the planet and ruled with a clawed iron fist.

In a dark alleyway in the ramshackle town, a small crackling light sparked, then in a great flash of light, Ben, Apple, Maddie, Farrah, Ashlynn, Justine, Ramona, and Melody appeared.

"Whoa! It really worked!" said Ben.

"It sure was nice of Madame Baba Yaga was kind enough to teleport us here." Apple said, dusting off her dress.

"So, what's the plan, Ben?" said Maddie.

Ben peeked from the alley and saw dozens of alien monsters patrolling the streets. He ducked back. "First thing's first, we need to get past these brainwashed henchmen to get to Zs'Castle Zs'Skayr. We need to distract them somehow..."

Melody winked. "Leave that to us." She put an arm around Justine. "We can handle a crowd."

Ben looked doubtful. "You two? Handle all those monsters?"

The girls giggled. "Oh, you'll see."

The citizens of Anur Transyl were still guarding the city until,

"What up, Anur Transyl?!" a voice announced.

The people looked and saw Melody with her turntables. Standing beside her was Justine.

"This is DJ Piper here ready to make some magic!" She put on her headphones and began to drop the beat. "Here's some scary-sweet beats for you mighty monsters! Follow me!"

As she played, Justine began dancing.

At first, the controlled aliens were about to charge, but Melody's music made them stop and their bodied start to sway. As they watched Justine dance, they felt their bodies mimic her movements.

The impromptu concert drew the attention of more guards. Once they heard Melody playing and watch Justin dancing, they all dropped their weapons and stared dancing along!

With the guards out of the way, Ben and the others headed for the castle.

"So, when Justine dances, other people dance with her?!" Ben asked Apple.

"That's right! And her magic touch combined with Melody's power to make people dance with her music, makes it more powerful than Transyl's control!"

"Awesome!" But Ben's celebration was cut short when the castle's other guards emerged from the ground. They were Zs'Skayr's mutant pumpkin army.

"Here they come! Do your stuff, Farrah!" Ben shouted.

"On it!" Farrah jumped in the air and flew up high. She waved her wand over the pumpkin monsters. A cloud of fairy dust fell over them like a glittering shower.

The pumpkins' heads glowed brightly and changed into hot rods! The side pipes on their heads flared up and they began driving uncontrollably, eventually crashing into each other.

"Way to go, Farrah!" said Ashlynn.

Farrah flew down with the others and entered the castle.

Ben lead the way. "Get ready, guys! We're in for an all-out brawl once we step in!" He went through the halls of the castle and finally made it to the laboratory.

And they were not at all pleased with what they saw.

Lord Transyl sat upon the throne that was once Zs'Skayr's, but Transyl claimed it as his own now. Transyl used Raven to destroy the Fusion Cuisine, a ball of light that Ben created as Atomix, it greatly harmed Transyl, but now it was gone.

But what angered Ben the most were Transyl's controlled subjects guarding him. Rook, Raven, Hunter, and Darling.

Ben's friends were all lined up, ready for him.

"Right on time, Tennyson." said Transyl. "I figured if I just took your friends, you would come running to me. And such perfect timing...I was just getting hungry..."

"We won't let you win like this, you monster!" Apple said.

Transyl's eyes flashed. "Ah, my delicious morsel has returned..." Seeing the overflowing energy in Apple's body was driving him nuts.

And he wanted to drain all of it.

Apple felt chills when Transyl licked his lips. "You got away from once and I won't let you get away again! Bring her to me!"

"Look alive, everyone!" Ben shouted out.

Raven used her magic to surround everyone in a purple fire. Ramona wasn't fazed. She took a deep breath and exhaled a powerful gust of wind, blowing the flames away!

"Wow!" said Ben.

"Huffing and puffing. It's what I do." said Ramona. She took another breath and literally blew Transyl and everyone else away.

"Now, Farrah!" Ben said.

Farrah flew straight towards Raven. Once she got close enough, Farrah tapped her wand upon the Corruptura. It glowed and the bat-like parasite turned into a butterfly. The harmless insect flew off Raven's forehead.

"Huh?!" Raven blinked. "I-I'm free!"

But Raven was blindsided by Transyl as he grabbed Apple and held her up in the air.

"APPLE!" Raven cried out.

"One more step and I'll drain your friend." Transyl hissed. He jerked Apple's neck and brought his fangs just mere inches from the skin.

Raven was boiling mad. "Why you wicked little-!"

"Put her down, Transyl!" Ben ordered.

"On one condition," said Transyl, his stale breath against Apple's neck. "you surrender yourself to me, human."

"Don't listen to him, Ben!" Ashlynn said.

Ben was at a loss. What was he do to? The Omnitrix was still broken, Apple was taken hostage by Transyl, and his friends were still being controlled.

"TENNYSON!"

A blast of magic came hurdling towards Ben. He dodged it and the blast created a burst of sudden light. Transyl hissed at the blinding light, causing him to drop Apple. She landed right on top of Hunter.

Ben groaned. "Oh, man."

"You didn't think you can hide from me, did you?!" Faybelle snarled as she flew into the room. Her face was filled with rage, her fingers crackled with dark magic. "I am soooo putting a curse on you!"

"Faybelle! Get out of here!" Ben said. "This place isn't safe!"

"Don't tell me what to do, you traitor!" snapped the dark fairy. "You ruined everything! Now hold still so I can-"

But then, Faybelle was tackled by Transyl. He slammed her against the stone floor, Faybelle shouted from the pain.

Faybelle was mad, but not nearly as mad as Transyl. He opened his maw and was about to take a bite out of the fairy.

"GET AWAY FROM HER!" Ben jumped onto Transyl's back and grabbed him by the mouth. He pulled and tugged until Transyl snatched Ben and threw him across the lab. Ben was knocked right into the wall, he crumbled to the floor.

"Saving someone who tried to attack you?" Lord Transyl sniffed as he menaced towards Ben. "You humans are more pathetic than I ever imagined."

Ben struggled as he got up. But Transyl used his foot to keep him down. "No, Transyl. You're the one's who's pathetic." said Ben. "Even if she did try to attack me, Faybelle doesn't deserve to be killed by you!"

Transyl reached down and grabbed Ben by the throat. "Fine. Killing you will be just as satisfying."

"Not so fast!"

Transyl turned. If only he didn't. Thanks to Farrah's magic, Hunter, and Darling's Corrupturas were gone and free of Transyl's control.

Raven's fists were engulfed with her magic. Faybelle's hands shimmered with fairy dust.

Their menacing auras caused Transyl to freeze. Never has he felt something foul and malevolent.

At that moment, Rebel Raven Queen and Royal Faybelle Thorn, complete opposites, were thinking the exact same thing.

"LEAVE. BEN. ALONE!"

With all their magical might, the two girls blasted Lord Transyl. He screamed in pain as their combined power caused tremendous pain trough this whole body.

Finally, Raven and Faybelle ceased fire. Transyl was completely charred. He only only wheeze out a breath as he laid unconscious on the floor.

"Well, that problem's solved." said Ben. "Now let's clean up the mess outside."


	17. Heroically Ever After

Once Transyl was contained in another glass coffin, this time reinforced with Raven's magic, the Plumbers placed Transyl in front of the planet's sun where he belongs.

Now that Transyl was taken care of, Farrah worked her godmother magic on the controlled Anur Transyl citizens. With just a wave of her magic wand, all the Corrupturas turned into beautiful butterflies that flew off everyone's faces and took flight.

"So, when the spell wears off, they'll just be useless Corrupturas?" Ben asked.

"Yup." Farrah said.

Just then, the alien monsters surrounded Ben and his fairy tale friends.

"Uh, oh. We gotta get out of here!" Ben said.

"What do you mean?" Maddie asked.

"On this planet, the locals consider humans as monsters! We have to get out of here before they kill us!" Ben tried to run but the Thep Khufans formed a wall of bandages to block his path.

One citizen, a huge, lumbering Transylian came forward. Ben waited for the worst.

"You're not going anywhere, Ben Tennyson." the scarred alien bellowed. "Without our gratitude."

"Huh?!"

All of the Anur Transyl citizens dropped down on their knees and bowed their heads in respect to the visibly stunned hero.

"Thank you for saving us again, Ben Tennyson." a female Thep Khufan said.

"We will always be in your debt." an Ectonurite added.

Scout, the Loboan Plumber came up to Ben. "Ever since you took down Transyl and Zs'Skayr, my people have realized that they were wrong about you, Ben Tennyson."

Ben felt like a sack of bricks fell on top of him. Guess he was making progress as a hero after all.

"Y'know," Raven said. "I think there's something we all have to take care of back on Earth."

"Oh, yeah!" Maddie said. "What are we waiting for?! Let's go!"

"Hang on to your crowns, everyone!" Raven waved her hands out and in a flash of purple, they were gone.

* * *

When the smoke cleared, Ben could not believe his eyes.

"SURPRISE!"

Ben's family and friends were gathered around his newly built home.

"What the-?! How?! W-When did everyone get here?!"

"Don't look at us!" Maddie said.

"I may have made a few calls." Everyone looked down to see Azmuth wearing a knowing smile.

"And since everyone is here, I say this calls for a celebration!" Max announced.

"Sounds like madness!" Maddie chortled.

Apple hugged Raven. "Sounds spelltacular!"

Hunter swept his beloved Ashlynn into his arms. "Sounds enchanting." they said together.

With a little bit of Raven and Farrah's magic, the perfect welcome home party was being held on the streets of Bellwood. Everyone danced, laughed, and were having the time of their lives.

But Ben wasn't exactly partying. He leaned against a tree, deep in thought. Until a voice startled him out of his thinking.

"Is there a problem, Ben?"

Recognizing the voice, Ben looked to his feet and there was Azmuth standing next to him.

"Oh. Hey, Azmuth." Ben said nonchalantly.

"Shouldn't you be joining in the festivities?" the First Thinker said. "I thought you liked having fun."

"I'm just...thinking." Ben replied.

"About what?" asked Azmuth.

Maddie popped up beside Ben. "Yeah, Ben. About what?" Raven, Apple, and Farrah came to his side.

Ben wanted to tell them that if he made the right choice being good again. With ultimate power, he wouldn't have anymore enemies to destroy him or his loved ones.

But what if he was wrong...again?

"Hey, Tennyson."

Everyone saw Faybelle land before them. She frowned at Ben. "I'm just here to tell you that our deal is off."

"What deal?" Azmuth asked.

"The one that would give him ultimate power and have the both of us live in infamy forever after." She crossed her arms across her chest. "He and I would have an amazing future together! I offered you everything and you chose these losers!" She glared at Raven and Farrah.

"They are not losers!" Ben said. He sighed. "Faybelle, I'm sorry I ruined your plan. Being evil maybe fun for you, but not me."

"Oh, give me a break." Faybelle chided. "I worked hard to make you bad! I told you that nice doesn't mean anything! You just don't have any guts!"

"I do have guts, Faybelle! I have the guts not to do something stupid just because someone says I don't have any guts!" Ben replied sternly.

His voice became calm. "And you say that nice doesn't mean anything, but it was really nice of you to help me, Faybelle. I really do appreciate that. And even though you're a villain, I really do like you. We can still be friends, right?"

The future dark fairy's intense gaze could have melted stone. "I guess I'll spare you this time." Faybelle unfurled her wings. "Just keep an eye over your shoulder, Benny boo." She flew off to join the party.

"Farrah." said Ben.

"Yes, Ben?"

"Thanks," the hero said. "If it weren't for you, well..."

"The universe would have lost it's greatest hero." said Azmuth. "Ben, this is exactly why I let you keep the Omnitrix."

"What do you mean?"

"You have the strength to keep good in your heart, to resist the temptation to be evil. The power of evil is strong, but only if there are those who are weak in mind and heart to give in to it. But those who can resist evil are much stronger."

"He's right, Ben." Farrah said. "There's a reason why good always pulls through in the end. Instead of seeing things as they are, you should see things for what they could be. Only if you believe, have faith, and never give up."

Raven smiled. "Couldn't have said it better myself. And sometimes, you need just a little bit of magic." She pointed a finger at Ben's Omnitrix and in a flash of purple, the Omnitrix regained it's color and was good as new.

"Awesome! Ben 10 is back and better than ever!" Ben looked at Farrah. "Say, Farrah. I may not be a fairy tale prince, but would you like to dance with me?"

Farrah smiled and waved her wand above her head. Fairy dust fell upon her and her outfit became a glorious, glittery party gown.

The future fairy godmother curtsied. "I'd be delighted."

* * *

As Ben danced with his faithful fairy friend, he looked around and saw all of his friends and the citizens happy. Seeing everyone so happy and peaceful, he can finally see that good really is for the best.

Once the dancing got done, Ben and the gang decided to rest a bit.

"So, are you and Faybelle still friends?" asked Maddie.

"I'm not sure where we stand." Ben answered.

"Aren't you afraid she might curse you or something?" asked Hunter.

Ben shrugged. "I wouldn't be surprised if she did. But I still want to be her friend though."

"Why would you want to be her friend?" asked Apple.

"Because I understand that being a villain means a lot to Faybelle. And when you're a villain, you obviously don't have a lot of friends. But no matter what happens to me, I'll always be nice to Faybelle. Because that's what friends do."

However, Ben didn't realize that Faybelle overheard everything. She felt a lump rise in her throat.

* * *

After the party, it was time for everyone to go.

"Thanks for everything, Ben." said Raven.

Apple hugged the hero. "You saved us all, Ben. Thank you."

Ben smiled. "It's what I do."

Farrah smiled and hugged Ben too. "Goodbye Ben, we'll all miss you." She gave him a kiss on the cheek. Ben's face flushed instantly.

Maddie and Ashlynn hugged in as well. "Goodbye, Ben! See you soon!" Maddie happily said.

"We'll miss you, Ben!" said Ashlynn.

Then Faybelle shoved Ashlynn aside and strode up to Ben.

Ben braced himself, as did his friends. but the dark fairy smiled and kissed his other cheek. "I'll see you around, hero."

The fairy tales were stunned, especially Ben. But he smiled anyway, how could he not after being kissed by two cute girls?

Once everyone said their goodbyes, Raven held her hands out and her magic surrounded the group. They glowed brightly and disappeared in a flash of purple light.

"There goes some interesting humans." said Azmuth.

"That's for sure." said Max.

"Yeah." Ben said. But then he spotted something. He walked up and picked up the object.

"What is it?" asked Rook.

Ben smiled and showed him what he had. A glass slipper.

"Ashlynn forgot her shoe. Figures."

* * *

That night in Ben's room, Ben cleared some space on his shelf and placed Ashlynn's shoe perfectly in place.

"That's quite a souvenir, son." Sandra said.

Ben smiled. "It sure is, Mom."

"You've certainly made some wonderful friends." Sandra hugged her son. "You never stop making us proud, Ben. I always had a feeling there was something special about you."

Ben hugged her back. "Trust me, there's something special about you too."

Ben learned a lot from this adventure. If he really did become evil, his old enemies wouldn't be a bother, but his friends and family would end up being his new enemies.

And that's the worst thing that could ever happen to Ben. Because his family and friends along with his compassion is what makes him the great hero he is today and always will be.

Ben's life may not be a fairy tale. But in this life, he really does have it all.


End file.
